2015130161221im M&M PDF

Mahindra & Mahindra Financial Services Ltd.
Private & Confidential

Schedule – I as per SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012. Not for Circulation
This disclosure document is not an invitation for the public to subscribe to any of the securities of
sss (MMFSL), and hence not a Prospectus.
Mahindra & Mahindra Financial Services Limited
MAHINDRA & MAHINDRA FINANCIAL SERVICES LIMITED

Registered Office : Gateway Building, Apollo Bunder, Mumbai 400 001
Corporate Office : 4th Floor, Mahindra Towers, Dr. G M Bhosale Marg, P.K. Kurne Chowk, Worli,
Mumbai –400018
Phone: 66526000/07/08/09/10/53 Fax: 24953608/24900728
CIN - L65921MH1991PLC059642
Website: www.mahindrafinance.com
DISCLOSURE DOCUMENT AS PER SCHEDULE I OF SEBI (ISSUE AND LISTING OF DEBT SECURITIES)
REGULATIONS, 2008 AND (AMENDMENT) REGULATIONS, 2012 FOR THE ISSUE OF DEBENTURES ON A
PRIVATE PLACEMENT BASIS
PRIVATE PLACEMENT OF 60000 SECURED/UNSECURED REDEEMABLE NON-CONVERTIBLE

DEBENTURES (SUBORDINATED OR NOT) OF FACE VALUE RS. 10,00,000/- EACH, FOR CASH,
AGGREGATING RS. 6000 CRORES
General Risk:
Investment in debt instruments involves a degree of risk and investors should invest any funds in the
issue only after reading Information carefully. For taking investment decision, investors must rely on
their own examination of the Issuer and the issue including the risk involved. The Securities have not
been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI
guarantee the accuracy or adequacy of this document.
Credit Rating:
India Ratings and Research Private Limited (FITCH) has assigned ‘IND AAA’ rating with Stable outlook
to our Long Term NCDs and Subordinated Debt .CRISIL has assigned “CRISIL AA+/Stable” rating to
our Long Term NCDs and Subordinated Debt. Brickwork Ratings India Private Limited has assigned
BWR AAA/ Stable rating to our long term Subordinated Debt.
The Rating(s) are not a recommendation to buy, sell or hold securities and Investors should take their
own decisions. The rating may be subject to revision or withdrawal at any time by the assigning Rating
Agency on the basis of new information. Each rating should be evaluated independent of any other
rating.
Listing:
The aforesaid Debentures of the Company are proposed to be listed on the wholesale debt market
segment of The Bombay Stock Exchange Ltd. (‘BSE’).
This Disclosure Document is dated 31st July, 2014
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Mahindra & Mahindra Financial Services Ltd. Private & Confidential
Definitions and Abbreviations
GLOSSARY OF TERMS
Definitions Term Description

“MMFSL” or “Company” or Mahindra & Mahindra Financial Services Ltd., a public
“our Company” or “Issuer” limited company incorporated under the Companies Act,
1956.
“we” or “us” and “our” Refers to Mahindra & Mahindra Financial Services Ltd.
ISSUE RELATED TERMS

Term Description
Allotment Unless the context otherwise requires, the allotment and
transfer of Debenure pursuant to this Issue.
Articles/Articles of Articles of association of our Company.

Association
Auditors The statutory auditors of the Company are B.K Khare & Co.,
Chartered Accountants.
Board of Directors/Board The board of directors of our Company or a committee
Constituted thereof.
Companies Act The Companies Act, 1956, as amended from time to time.
Depository A body corporate registered under the SEBI (Depositories and

Participant) Regulations, 1996, as amended from time to
time.
Depositories Act The Depositories Act, 1996, as amended from time to time.
Depository Participant A depository participant as defined under the Depositories

Act.
Director(s) Director(s) of Mahindra & Mahindra Financial Services Ltd,
unless otherwise specified
Financial Year/fiscal year/FY Period of twelve months ended March 31 of that particular
year, unless otherwise stated.
Government The Government of India.
Memorandum/Memorandum The Memorandum and Articles of Association of our
of Association Company.
Registered Office Gateway Building, Apollo Bunder. Mumbai-400001
Registrar/Registrar to the Registrar to the Issue, in this case being Sharepro Services (I)
Issue Pvt Ltd
SEBI Securities and Exchange Board of India Act, 1992, as
amended from time to time.
Stock Exchanges. The Bombay Stock Exchange Ltd.
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A. ISSUER INFORMATION
a. Name, Address and Contact details of the Issuer:
Name of Issuer: Mahindra & Mahindra Financial Services Limited
Registered Office: Gateway Building, Apollo Bunder, Mumbai 400 001

4th Floor, Mahindra Towers, Dr. G M Bhosale Marg, P.K. Kurne
Corporate Office:
Chowk, Worli, Mumbai –400018
CIN L65921MH1991PLC059642
Compliance Officer: Ms. Arnavaz Pardiwalla
Chief Financial Officer Mr. V Ravi
Contact Person Mr. Dinesh Prajapati
Phone No.: 66526000/07/08/09/10/53
Fax: 24953608
Website: www.mahindrafinance.com
Axis Trustee Services Ltd.

2nd Floor –E, Axis House,
Trustee to the Bombay Dyeing Mills Compound, Pandurang Budhkar Marg,
Debenture holders: Worli, Mumbai 400 025
Tel: (022) 24255202, 24255216
Fax:(022) 22162467
Email-Id: neelesh.baheti@axisbank.com
Sharepro Services (I) Pvt. Ltd.

13AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka
Telephone Exchg lane,
Registrar to the Issue:
Off Andheri Kurla Road, Sakinaka, Andheri [East],
Mumbai 400 072
Tel: (022) 67720300, 67720400, 28511872
Fax:(022) 28591568
Email - Id : sharepro@shareproservices.com
B.K. Khare & Co.

Auditors of the Issuer: Chartered Accountants
706/708,
Sharda Chambers,
Mumbai 400020
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Credit Rating agencies 1. India Ratings & Research Pvt Ltd

of the Issuer Wockhardt Tower,West Wing, 4th Floor, Bandra Kurla
Complex, Bandra (E), Mumbai 400051
2. CRISIL Limited
CRISIL House,Central Avenue, Hiranandani Business Park,
Powai, Mumbai- 400 076
3. Brickwork Ratings India Pvt. Ltd

C-502, Business Square, 151, Andheri Kurla Road, Opposite:
Apple Heritage Building, Chakala, Andheri (East), Mumbai -
400 093
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RISK FACTORS
INTERNAL RISKS
1. The risk of non-payment or default by borrowers may adversely affect our financial condition
and results of operations.
We are one of the leading NBFCs in the rural and semi-urban markets of India and cater primarily to
customers without formal credit histories and which typically have less financial wherewithal and may
be particularly susceptible to adverse economic conditions. We expect that the size of our loan
portfolio will grow as a result of our expansion strategy in existing as well as new products, which will
expose us to an increased risk of defaults.
The borrowers and their guarantors under our loan agreements may default in their repayment
obligations due to various reasons including insolvency, lack of liquidity, increase in operating costs,
including fuel costs and business failure, including poor agricultural production. Besides
macroeconomic conditions, we face risks specific to each line of business, which may also result in
increased defaults. In addition, our customers often do not have credit histories supported by tax
returns and other documents that would enable us to assess their creditworthiness, and we may not
receive updated information regarding any change in the financial condition of our customers or may
receive inaccurate or incomplete information as a result of any fraudulent misrepresentation by our
customers or employees. Furthermore, as a nationwide credit bureau has only recently become
operational in India, there is less financial information available about individuals, particularly in our
customer segment, which primarily consists of low to middle income earners. This segment also has
limited access to other financing sources and is located in the rural and semi-urban markets. It may
therefore be difficult to carry out precise credit risk analyses on all of our customers.
Although we follow certain procedures to evaluate the credit profiles of our customers at the time of
sanctioning a loan, we typically rely on a system of referrals from the local community and the value
of the vehicle provided as underlying collateral rather than focusing solely on the credit profile of our
customers. Furthermore, we may be unable to uncover frauds committed by employees who falsely
substantiate the know-your-customer information of borrowers. Although we believe that our risk
management controls are sufficient, we cannot be certain that they will continue to be sufficient or
that additional risk management policies for individual borrowers will not be required. Non-payment
or default by borrowers could adversely affect our financial condition and results of operations.
2. Any disruption in our sources of funding could adversely affect our liquidity and financial
condition.
The liquidity and profitability of our business depend, in large part, on our timely access to, and the
costs associated with, raising funds. Our funding requirements historically have been met from
various sources, including shareholder funding, assigned and securitized receivables, and secured
and unsecured loans, including rupee-denominated term loans and cash credit facilities from banks
and financial institutions, non-convertible debentures, unsecured bonds, commercial paper, fixed
deposits and inter-corporate deposits. Our business thus depends and will continue to depend on our
ability to access a variety of funding sources. Our ability to raise funds on acceptable terms and at
competitive rates depends on various factors including our current and future results of operations
and financial condition, our risk management policies, our credit ratings, our brand equity, the
regulatory environment and policy initiatives in India, developments in the international markets
affecting the Indian economy and the perceptions of investors and lenders of the demand for debt and
equity securities of non-banking financial companies (“NBFCs”).
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3. Our inability to recover the full value of collateral or amounts outstanding under defaulted
loans in a timely manner or at all could adversely affect our results of operations.
For each vehicle financing arrangement, we sanction an amount of credit that is less than the value of
the vehicle which we take as collateral. We regulate this amount through our restrictions on the loan
to value (“LTV”) ratio of each financing. The value of the collateral, however, may decline during the
term of the loan for a variety of reasons, including depreciation and deterioration. As a result, if our
customers default, we may receive less money from liquidating collateral than is owed under the
relevant financing facility, and, in turn, incur losses, even where we successfully seize and liquidate
the collateral. While we require each customer to secure a guarantee, we may not be able to enforce or
collect the amount owed under such guarantee, if at all.
We may also encounter difficulties in seizing and liquidating collateral. When a customer defaults
under a financing facility, we typically re-possess and then sell the collateral through an auction.
There is no assurance, however, that we will be able to successfully seize the collateral in the event of
default under a loan agreement. We may also not be able to sell the collateral at a price sufficient to
cover the amount owed under the financing facility, or at all. We may face additional delay and
expense in conducting an auction to sell the collateral and may face significant delay in seizing
collateral, as litigation against defaulting customers, even if governed by an arbitration clause, can be
slow and expensive in India. If we are unable or delay to seize and liquidate the collateral securing
loans in default, we may incur losses, which could adversely affect our results of operations and
financial condition.
4. If our Company’s provisioning requirements are insufficient to cover our existing or future
levels of non-performing loans or if future regulation requires us to increase our provisions, our
ability to raise additional capital and debt funds as well as our results of operations and
financial condition could be adversely affected.
We adhere to provisioning requirements related to our loan portfolio pursuant to the Non-Banking
Financial Companies Prudential Norms (Reserve Bank) Directions, 2007, as amended (the “Prudential
Norms”). Though our own existing provisioning norms are more stringent than prescribed by the RBI,
our provisioning requirements may be inadequate to cover increases in non-performing loans.
Recently, the RBI amended the Prudential Norms to require the NBFCs to make a provision of 0.25%
in respect of standard assets as well, which may adversely affect our results of operation. In addition,
the Thorat Committee Report has recommended that loans be classified as non-performing after 90
days past the due date as compared to the current norm of six months. If this recommendation is
accepted by the RBI, it may increase our non-performing loans. If our provisioning requirements are
insufficient to cover our existing or future levels of non-performing loans or if future regulation
requires us to increase our provisions, our ability to raise additional capital and debt funds as well as
our results of operations and financial condition could be adversely affected.
5. We are affected by volatility in interest rates for both our lending and treasury operations,
which could cause our net interest income to decline and adversely affect our return on assets
and profitability.
Our interest income is affected by any volatility in interest rates in our lending operations. Interest
rates are highly sensitive to many factors beyond our control, including the monetary policies of the
RBI, deregulation of the financial sector in India, domestic and international economic and political
conditions and other factors, which have historically generated a relatively high degree of volatility in
interest rates in India. Persistently high inflation in India may discourage the Government from
implementing policies that would cause interest rates to decrease. Moreover, if there is an increase in
the interest rates we pay on our borrowings that we are unable to pass to our customers, we may find
it difficult to compete with our competitors, who may have access to low-cost deposit funds. Further,
to the extent our borrowings are linked to market interest rates, we may have to pay interest at a
higher rate than lenders that borrow only at fixed interest rates.
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Our inability to effectively and efficiently manage interest rate variations and our failure to pass on
increased interest rates on our borrowings may cause our net interest income to decline, which would
decrease our return on assets and could adversely affect our business, future financial performance
and result of operations.
6. A significant portion of our collections from customers is in cash, exposing us to certain

operational risks.
A significant portion of our collections from our customers is in cash. Large cash collections expose us
to the risk of theft, fraud, misappropriation or unauthorized transactions by employees responsible for
dealing with such cash collections. These risks are exacerbated by the high levels of responsibility we
delegate to our employees and the geographically dispersed nature of our network. We primarily cater
to customers in rural and semi-urban markets, which carry additional risks due to limitations on
infrastructure and technology.
While we have implemented technology that tracks our cash collections, taken insurance policies,
including fidelity coverage and coverage for cash in safes and in transit, and undertaken measures to
detect and prevent unauthorized transactions, fraud or misappropriation, this may not be sufficient to
prevent or deter such activities in all cases, which may adversely affect our operations and
profitability. Further, we may be subject to regulatory or other proceedings in connection with any
unauthorized transactions, fraud or misappropriation by our representatives and employees, which
could adversely affect our goodwill. We may also be party to criminal proceedings and civil litigation
related to our cash collections.
Given the high volume of transactions involving cash processed by us, certain instances of fraud and
misconduct by our representatives or employees may go unnoticed for some time before they are
discovered and others successfully rectified. Even when we discover instances of fraud and other
misconduct and pursue legal recourse or file claims with our insurance carriers, there can be no
assurance that we will recover any amounts lost through such fraud or other misconduct. Our
dependence upon automated systems to record and process transactions may further increase the
risk that technical system flaws or employee tampering or manipulation of such systems will result in
losses that are difficult to detect or rectify.
7. Any downgrade in our credit ratings could increase borrowing costs and adversely affect our
access to capital and lending markets and could also affect our interest margins, business,
results of operations and financial condition.
The cost and availability of capital depends in part on our short-term and long-term credit ratings.
Credit ratings reflect the opinions of ratings agencies on our financial strength, operating
performance, strategic position and ability to meet our obligations. Certain factors that influence our
credit ratings may be outside of our control. For example, our credit ratings may depend on the
financial performance and business prospects of M&M and its majority shareholding in our Company.
India Ratings & Research Private Limited has assigned IND AAA rating and CRISIL has assigned
CRISIL AA+ rating to our long-term and subordinated debt and Brickwork has assigned BWR AAA
rating to our long-term subordinated debt. CRISIL has rated our fixed deposit program FAAA and our
short-term debt A1+, which is the highest rating for short-term debt instruments.
Any downgrade in our credit ratings could increase borrowing costs and adversely affect our access to
capital and debt markets, which could in turn adversely affect our interest margins, our business and
results of operations. In addition, any downgrade in our credit ratings could increase the probability
that our lenders impose additional terms and conditions to any financing or refinancing arrangements
we enter into in the future.
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8. We depend on the services of our management team and employees, our inability to recruit and
retain which may adversely affect our business.
Our future success depends substantially on the continued service and performance of members of
our management team and employees. There is intense competition for experienced senior
management and other qualified personnel, particularly office managers, field executives and
employees with local knowledge in client procurement, loan disbursement and installment collections.
If we cannot hire additional or retain existing management personnel and employees, our ability to
expand our business will be impaired and our revenue could be adversely affected. Failure to train
and motivate our employees properly may result in an increase in employee attrition rates, require
additional hiring, divert management resources, adversely affect our origination and collection rates,
increase our exposure to high-risk credit and impose significant costs on us. While we have an
incentive based remuneration structure, employee stock option scheme and training and development
programs designed to encourage employee retention, our inability to attract and retain talented
professionals, or the resignation or loss of key management personnel, may have an adverse impact
on our business and future financial performance.
9. We face difficulties and incur additional expenses in operating in rural and semi-urban markets,
where infrastructure may be limited.
We cater primarily to customers in rural and semi-urban markets, which may have limited
infrastructure, particularly for transportation and electricity. At offices in remote markets, we may
face difficulties in conducting operations, such as accessing power facilities, transporting people and
equipment, implementing technology measures. We may also face increased costs in conducting our
business and operations, implementing security measures and expanding our advertising. We cannot
assure you that such costs will not increase in the future as we expand our network in rural and semi
urban markets, which could adversely affect our profitability.
Moreover, a significant number of our customers are farmers residing in rural and semi-urban areas
and our results of operations are affected by risks specific to their businesses. For example, the
agriculture industry in India is substantially dependent on monsoons. Extreme weather conditions
such as drought, insufficient rainfall or floods may potentially affect the quality and quantity of
farming production in a given year, thereby adversely affecting the ability of our farmer customers to
repay their loans.
10. A decline in our Company’s capital adequacy ratio could restrict our future business growth.
Pursuant to the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank)
Directions, 1998, as amended, we are required to maintain a capital adequacy ratio of at least 15.0%
of our risk-weighted assets of our balance sheet and of risk adjusted value of off-balance sheet items,
consisting of at least as much Tier I capital as Tier II capital, on an ongoing basis. If we continue to
grow our loan portfolio and asset base, we will be required to raise additional Tier I and Tier II capital
in order to continue to meet applicable capital adequacy ratios with respect to our business. Moreover,
implementation of the recommendations set out in the Thorat Committee Report may require each
NBFC, including our Company, to maintain Tier I capital of at least 12.0%. There can be no assurance
that we will be able to raise adequate additional capital in the future on terms favorable to us or at all,
which could result in non-compliance with applicable capital adequacy ratios and may adversely
affect the growth of our business.
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11. Governmental and statutory regulations, including the imposition of an interest-rate ceiling,
may adversely affect our operating results and financial position.
As a deposit-taking NBFC, we are subject to regulation by Government authorities, including the RBI.
The RBI, however, has not established a ceiling on the rate of interest that can be charged by NBFCs
in the asset finance sector which are not registered as NBFC-MFIs as set out in the master circular on
“Introduction of New Category of NBFCs – NBFC-MFIs Direction” issued by the RBI on July 2, 2012.
However, in the event that we are classified as an NBFC-MFI, we will be subject to a ceiling of 26%
interest per year on indirect loans as set out in this circular. Currently, the RBI requires that the
board of directors of each NBFCs adopts an interest rate model that takes into account relevant
factors such as the cost of funds, margin and risk premium. It is unclear whether NBFCs are required
to comply with the provisions of state money lending laws that establish ceilings on interest rates.
The High Court of Kerala, in relation to a notice received by us from the Sales Tax Commissioner,
Kerala, has held in an order that we are required to be registered under the Kerala Money Lenders
Act, 1958. We have filed a special leave petition in the Supreme Court against this order and the
matter is currently pending. The Supreme Court has granted an interim stay against the enforcement
of this notice. In the event we are required to register under the Kerala Money Lenders Act, 1958 or
any other state money lending laws, there may be interest rate ceiling caps and other restrictions on
operations of our business. Further, we have also received such notices in some other states in the
past. If any regulatory authority or court imposes any penalty against us or our Directors or our
officers including for prior non-compliance with respect to state money lending laws, our business,
results of operations and financial condition may be adversely affected.
12. We are subject to supervision and regulation by the RBI as a systemically important deposit-
taking NBFC, and changes in RBI’s regulations governing us could adversely affect our
business.
We are subject to the RBI’s guidelines on financial regulation of NBFCs, including capital adequacy,
exposure and other prudential norms. The RBI also regulates the credit flow by banks to NBFCs and
provides guidelines to commercial banks with respect to their investment and credit exposure norms
for lending to NBFCs. The RBI’s regulations of NBFCs could change in the future which may require
us to restructure our activities, incur additional cost, raise additional capital or otherwise adversely
affect our business and our financial performance.
The laws and regulations governing the banking and financial services industry in India have become
increasingly complex and cover a wide variety of issues, such as interest rates, liquidity, investments,
ethical issues, money laundering and privacy. Moreover, these laws and regulations can be amended,
supplemented or changed at any time such that we may be required to restructure our activities and
incur additional expenses to comply with such laws and regulations, which could materially and
adversely affect our business and our financial performance.
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EXTERNAL RISKS
1. A slowdown in economic growth in India could cause our business to suffer.

Our results of operations and financial condition are dependent on, and have been adversely affected
by, conditions in the financial markets, particularly in India, and the condition, including the uneven
recovery, of the global economy. We are particularly susceptible to conditions in the financial markets
in India, which could directly and adversely affect demand for vehicles and vehicle financing and our
ability to secure additional financing.
Since August 2008, India’s economy has been affected by the current global economic uncertainties,
including periods of volatility in interest rates, currency exchange rates, commodity and electricity
prices, adverse conditions affecting agriculture and other factors. The Indian economy is currently in a
state of transition and it is difficult to predict the impact of certain fundamental economic changes on
our business. While the current Government has encouraged private participation in various sectors,
any adverse change in, or failure to successfully implement, policies could further adversely affect the
Indian economy.
The resulting economic pressure on the economies in which we operate, a general lack of confidence
in the financial markets and fears of a further worsening of the economy have affected and may
continue to affect the economic conditions. We cannot assure you that the markets in which we
operate will undergo a full, timely and sustainable recovery. The economic turmoil may continue or
take place in the future, adversely affect our business, results of operations and financial condition.
2. Political instability, changes in the Government or natural calamities may adversely affect
economic conditions in India, which may impact our business, financial results and results of
operations.
The Government has traditionally exercised and continues to exercise influence over many aspects of
the economy. Our business and the market price and liquidity of our Equity Shares may be affected
by interest rates, changes in Government policy, taxation, social and civil unrest and other political,
economic or other developments in or affecting India. Our financial performance may be adversely
affected by changes in inflation, exchange rates and controls, interest rates, Government, social
stability or other political, economic or diplomatic developments affecting India in the future. India
has experienced and may continue to experience natural calamities such as earthquakes, floods and
drought. The extent and severity of these natural disasters determines their effect on the Indian
economy. Such natural calamities could have a negative effect on the Indian economy, adversely
affecting our business.
3. Terrorist attacks, communal disturbances, civil unrest and other acts of violence or war
involving India and other countries may adversely affect the financial markets and our
business.
Terrorist attacks and other acts of violence or war may adversely affect the Indian and worldwide
financial markets. These acts may also result in a loss of business confidence and adversely affect our
business, financial condition and results of operations. In addition, any deterioration in relations
between India and its neighboring countries might result in concern about stability in the region.
India has also witnessed civil unrest including communal disturbances and riots in recent years. If
such events recur, our operational and marketing activities may be adversely affected, resulting in a
decline in our income.
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4. Any downgrade of credit ratings of India may adversely affect our ability to raise debt
financing.
India’s sovereign ratings reflect an assessment of the Indian government’s overall financial capacity to
pay its obligations and its ability or willingness to meet its financial commitments as they become due.
No assurance can be given that any statistical rating organisation will not downgrade the credit
ratings of India. Any such downgrade could adversely affect our ability to raise additional financing
and the interest rates and other commercial terms at which such additional financing is available.
This could have an adverse effect on our business and financial performance.
5. A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the
Indian economy, which could adversely impact our financial condition.
Flows to foreign exchange reserves can be volatile, and past declines may have adversely affected the
valuation of the Rupee. Further declines in foreign exchange reserves, as well as other factors, could
adversely affect the valuation of the Rupee and could result in reduced liquidity and higher interest
rates that could adversely affect our future financial performance.
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b. A brief summary of business / activities of the Issuer company.
Overview
We are one of the leading non-banking finance companies (“NBFCs”) with customers in the rural and
semi-urban markets of India. We are part of the Mahindra Group, which is one of the largest business
conglomerates in India. We are primarily engaged in providing financing for new and pre-owned auto
and utility vehicles, tractors, cars and commercial vehicles. We also provide housing finance, personal
loans, financing to small and medium enterprises, insurance broking and mutual fund distribution
services. In addition, we provide wholesale inventory-financing to dealers and retail-financing to
customers in the United States for purchase of Mahindra Group products through Mahindra Finance
USA LLC, our joint venture with a subsidiary of the Rabobank group.
We were incorporated in 1991 and commenced operations as a finance company in 1993. We were
registered as a deposit-taking NBFC in 1998 and have since established a pan-India presence, spanning
25 states and 4 union territories through 893 offices as of March 31, 2014. Our offices cater to the
financing needs of our large customer base, which includes retail customers and small and medium-
sized enterprises. We focus primarily on providing financing for purchases of new auto and utility
vehicles, tractors and cars, which accounted for 32%, 20% and 22% of estimated total value of the
assets financed, respectively, for the year ended March 31, 2014. We benefit from our close relationships
with dealers and our long-standing relationships with Mahindra & Mahindra Limited (“M&M”) and
Maruti Suzuki India Limited (“Maruti”), which allow us to provide on-site financing at dealerships.
Our goal is to be the preferred provider of financial services, across the rural and semi-urban areas of
India. Our vision is to be the leading rural finance company and continue to retain the leadership
position for mahindra products. Our strategy is to provide a range of financial products and services to
our customers through our nationwide distribution network. We seek to position ourselves between the
organised banking sector and local money lenders, offering our customers competitive, flexible and
speedy lending services.
Between March 31, 2011 and March 31, 2014, we have increased our office network by 63.25% to 893
offices and increased the number of financing contracts we entered into with customers by 100.24% to
3,119,034 financing contracts. For the year ended March 31, 2014 and the year ended March 31, 2013 ,
the estimated total value of assets financed was Rs. 254,000 million and Rs. 238,386 million,
respectively, total income from operations was Rs. 52,753 million and Rs. 40,950 million, respectively
and total profit after taxation was Rs. 9,544 million and Rs. 9,270 million, respectively.
On an unconsolidated basis, as of March 31, 2014, we maintained a non-performing asset (“NPA”)

coverage ratio of 59.0%, net NPA of 1.9% of total assets, capital adequacy ratio of 18%, total loans and
advances outstanding of Rs. 296,170 million and total assets of Rs. 316,657 million, compared to, as of
March 31, 2013, an NPA coverage ratio of 65.9%, net NPA of 1.0% of total assets, capital adequacy ratio
of 19.7%, total loans and advances outstanding of Rs. 240,384 million and total assets of Rs. 254,924
million.
In May 2004, as a supplement to our lending business we started an insurance broking business
through our wholly owned subsidiary, Mahindra Insurance Brokers Limited (“MIBL”). We provide
insurance broking solutions to individuals and corporates through, MIBL. MIBL has a “composite
broking license” from the Insurance Regulatory and Development Authority (“IRDA”), which allows MIBL
to undertake broking of life, non-life and reinsurance products. It has been awarded the ISO 9001:2008
Certification for Quality Management Systems for services related to broking of life and non-life
insurance products to corporate and retail customers. MIBL also offers value-added services, such as
risk management, audit and portfolio management for corporates. During Fiscal 2014, MIBL earned an
income of Rs. 1,112 million and achieved a profit after tax of Rs. 420 million.
The life insurance products that customers can choose from include children’s plans, endowment,
money back, retirement plans, term, unit linked and whole-life plans. Group policies include credit
cover, employee term cover, gratuity and superannuation. Non-life insurance policies include personal,
industrial, commercial, social and liability products to individuals and corporates. MIBL also offers
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customized insurance solutions, such as Mahindra Loan Suraksha, which provides group credit term
cover to our retail loan customers, typically in rural and semi-urban markets and, in case of the death of
a customer, allows the customer’s family to retain the financed asset without further loan repayment.
MIBL also facilitates protection of the assets hypothecated to our Company by offering motor insurance
policies to the customers.
In October 2007, we commenced our housing finance business through our subsidiary Mahindra Rural
Housing Finance Limited (“MRHFL”). We provide housing finance to individuals through, MRHFL, a
registered housing finance company, in which the National Housing Bank owns a 12.5% equity interest
and sanctions refinancing of a portion of loans extended by MRHFL on an annual basis. We grant
housing finance loans for buying, renovating, extending and improving homes. During Fiscal 2014, the
company disbursed loan worth Rs. 6,306 million and achieved profit after tax of Rs. 271 million
On September 27, 2010, our Company entered into an agreement with De Lage Landen Financial
Services Inc., which is wholly-owned by the Rabobank group, to form a joint venture company in the
United States, Mahindra Finance USA LLC. Mahindra Finance USA LLC was formed to provide, among
other services, wholesale inventory financing to U.S.-based dealers purchasing products of the Mahindra
Group and retail financing to customers for financing the purchase of the Mahindra Group products.
Our Company owns a 49.0% interest in Mahindra Finance USA LLC with the balance owned by De Lage
Landen Financial Services Inc.
13
Corporate Structure
The following chart outlines our corporate structure:
Mahindra & Mahindra Limited

(“M&M”)
51.2%
Mahindra & Mahindra Financial Services Limited

(“MMFSL”)
85% 87.5% 49% 100% 100% 100%

%
Mahindra
Mahindra Finance USA Mahindra
Mahindra Mahindra
Insurance LLC Business & Mahindra
Rural Housing Asset
Brokers Consulting Trustee
Limited Finance (“MF USA”)3 Services Management Company Pvt.
(“MIBL”)1 Limited (Joint Venture Private Limited Company Pvt. Ltd.
(“MRHFL”)2 with Ltd.
(“MBCSPL”)4
Rabobank)
1 MIBL is engaged in the business of direct insurance broking in the life and non-life insurance
businesses. Inclusion resources pvt. Ltd., a subsidiary of Leapfrog Financial Inclusion Fund,
incorporated in Singapore, holds 15% of equity shares of MIBL.
2 MRHFL is engaged in the business of extending loans to customers for housing needs. The National
Housing Bank holds 12.5% of the equity shares of MRHFL.
3 MF USA is engaged in the business of providing wholesale inventory-financing to dealers and retail-
financing to customers in the United States for purchase of Mahindra Group products.
4 MBCSPL is engaged in the business of providing human resources services including staffing, back
office support and allied services to M&M, our Company and Subsidiaries.
Key Managerial Personnel of our Company

Mr. Ramesh Iyer, Managing Director
Mr. Iyer has been the Managing Director of our Company since April 30, 2001 and has been associated
with our Company since inception. He is the CEO – Financial Services Sector and is also a member of
Group Executive Board of M&M. Mr. Iyer is also on the board of several M&M Group companies as well as
Mahindra Finance USA LLC, a joint venture between our Company and a subsidiary of the Rabo Bank
Group.
Mr. Iyer has been conferred with the following awards: (i) Indian Achievers award for corporate
leadership by Indian Achievers Forum; (ii) Business Leadership award by the Institute of Economic
Studies, New Delhi; (iii) CEO with Human Resource Orientation award by Employer Branding Institute,
14
CMO Asia with their strategic partner CMO Council; (iv) Udyog Rattan Award by the Institute of
Economic Studies, New Delhi; (v) Rashtriya Udyog Pratibha Award by the Council for Economic Growth
and Research, Pune; and (vi) Bhartiya Udyog Ratna award by the National Education and Human
Resource Development Organisation, Mumbai. Mr. Iyer has featured in Business World‘s special report
on ―India‘s most Valueable CEOs. He has been ranked at Number 5 out of 65 in the Mid-Sized
Companies (Revenue: Rs. 100 – Rs. 300 Billion) category and at Number 6 out of 65 in the same
category based on one-year performance. He is also ranked at Number 20 out of 100, based on our
Company‘s five year performance and Number 3 out of 12, based on ranking by sector in the Financial
Sector.
Mr. V. Ravi, Chief Financial Officer

Mr. V. Ravi is a Chartered and Cost Accountant by profession. He had undertaken a long duration Global
Managers Program from the Indian Institute of Management, Calcutta. Mr. V. Ravi is at present the Chief
Financial Officer of our Company. Mr. Ravi has been associated with our Company since its inception and
has been associated with the Mahindra Group for the past 26 years. He has served with Mahindra Ugine
Steel Company Limited for nine years in Treasury, Finance and Diversification Projects prior to his
induction in our Company way back in 1995. In his current capacity, he is responsible for Finance,
Accounts, Audit, Systems, Legal and Fixed Deposit functions.
In addition to the above, Mr. Ravi was appointed as a member of the Asia Council of the Conference
Board, USA and he has also served as a member of the Informal Advisory Group of the RBI.
Dr. Jaideep Devare, Managing Director, MIBL

Dr. Jaideep Devare is the Managing Director of MIBL and has been responsible for setting up,
operationalizing and managing the organization since inception in 2004. Dr. Devare joined M&M in 1992
in Corporate Affairs, and has diverse experience across the various sectors of the Mahindra Group. His
varied assignments include being a core team member of the Mahindra-Ford Project for setting up the
joint venture with Ford Motor Company in India, Executive Associate - Office of the Managing Director of
M&M, and Managing Director of Mahindra Auto Specialities Ltd.
Dr. Devare holds a Bachelor of Engineering (B.E.) degree in Production Engineering, with Honors, a
Master of Management Studies (M.M.S.) degree with specialization in Finance, and a Doctorate of
Philosophy (Ph.D) in Management.
Mr. Anuj Mehra, Managing Director - MRHFL

Mr. Anuj Mehra is currently the Managing Director of MRHFL a subsidiary of our Company. Mr. Anuj
Mehra has obtained a Bachelor‘s Degree in Economics from Delhi University and has pursued post
graduation in management from Indian Institute of Management, Ahmedabad.
Since passing out in 1982, he has had a rich and varied experience of around 26 years in the functional
areas of Sales, Marketing, Finance and general Management across different industries (FMCG, Financial
Services, Banking, Pharmaceutical and Real Estate).
Prior to joining MRHFL, Mr. Mehra was working with Mahindra Lifespace Developers Limited, a
subsidiary of M&M.
Mr. Vinay Deshpande, Chief People Officer

Mr. Vinay Deshpande is the Chief People Officer for the financial services sector of the Mahindra group
and in this capacity, he is responsible for the HR function in all the companies of this sector, namely our
Company and our subsidiaries viz., MIBL, MRHFL and MBCSPL.
Mr. Deshpande is a qualified HR professional from Symbiosis Institute of Business Management, Pune,
where he completed his MBA. He brings to the table 29 years of experience and is versatile on all aspects
of HR. In his earlier career, he was associated with Indian blue chip as well as multinational companies
like ACC, L&T, Reliance, VIP Industries, Hoechst India and Bair India.
He is a member of Society for Human Resource Management (SHRM) and American Society for Training &
Development (ASTD) and National HRD network. He is also a director on the board of Mindcrest (India)
Private Limited, Mahindra BPO Services Private Limited and our subsidiary MBCSPL.
Mr. Rajnish Agarwal, Vice President – Operations

Mr. Rajnish Agarwal is currently working as Vice President – Operations. He is a Graduate in Science
from Lucknow University and has a master‘s degree in Management Studies from Mumbai University. He
is also a member of Steering Committee and Director in one of our subsidiaries MBCSPL. He has over 19
15
years of experience in retail credit auto loans, asset risk management, rural management, business and
product development, channel and relationship management along with people management.
He has pursued short term courses in General Management and Business Leadership from reputed
institutes such as Indian Institute of Management – Bangalore and Indian Institute of Management –
Calcutta. He has won the Rise young potential leadership award in 2011.
Mr. Gururaj Rao, Chief Information Officer

Mr. Gururaj Rao is the Chief Information Officer of our Company, and is responsible for the Information
Technology function of our Company along with its Subsidiaries.
Mr. Rao completed his Bachelor of Engineering from University of Bombay and subsequently completed
his Master of Management Studies from Jamnalal Bajaj Institute of Management Studies. He also
completed short term advanced courses in Technology from IIT Bombay and also completed Project
Management certifications from PMI and Prince2. He has over 17 years of experience in various aspects of
Banking, Insurance and Financial Services. In his earlier career, he was associated with the ICICI group
(SCICI, ICICI, ICICI Bank, ICICI Prudential Life Insurance) and AV Birla Group (Birla Sun Life Insurance).
Mr. R. Balaji, Vice President – Marketing & Strategy

Mr. Balaji is a Bachelor of Technology in Aerospace Engineering from Indian Institute of Technology,
Madras and a Post Graduate Diploma in Management from Indian Institute of Management, Calcutta. He
has about 16 years of experience across marketing and strategy. He is at present the Vice President-
Marketing & Strategy of our Company. Before moving to our Company, he was the General Manager -
Corporate Strategy of M&M. Prior to joining the Mahindra group, he has spent nearly nine years in
marketing assignments in ITC Agrotech Limited and Nestle India Limited.
Mr. Rajesh Vasudevan, Vice President – Accounts

Mr. Rajesh Vasudevan is at present Vice President – Accounts of our Company and is a commerce
graduate from Mumbai University and a qualified Cost Accountant. Mr. Rajesh Vasudevan has around 22
years of experience in accounts and taxation with companies such as Tata Finance Limited and Asian
Paints (India) Limited. In his current capacity he is responsible for the accounts and taxation functions.
Mr. Dinesh Prajapati, Vice President - Treasury & Corporate Affairs

Mr. Dinesh Prajapati, Vice President – Treasury & Corporate Affairs, is a Chartered and Cost Accountant
by profession. Prior to joining our Company, he worked as an auditor in a company in the steel sector. He
joined our Company in the year 1995 and is amongst the first few employees who helped the set-up of
operations. He has over 15 years of experience in Accounting, Treasury, MIS and Budgeting, System
Implementation and Functional Specification, Risk Management and Project Implementation Functions.
He is presently heading the Treasury Function, Investor Relationship Cell and Risk Management Team.
He was the Chairman of the shadow board from 2004 to 2006.
Our Competitive Strengths

We believe that the following competitive strengths position us well for continued growth:
Knowledge of rural and semi-urban markets
We have over 15 years of operating experience in rural and semi-urban markets. Of our 893 offices as of
March 31, 2014, a substantial majority cater to customers located in rural and semi-urban markets. We
believe that significant understanding of local characteristics of these markets has allowed us to address
the unique needs of our rural and semi-urban customers. We have adapted to markets that are affected
by limitations of rural infrastructure and have developed a diversified customer base of farmers, car-
owners, transport agencies, small businessmen and home-owners. For origination and collection, we
hire employees with knowledge of the local markets and have also implemented a de-centralized process
to approve loans that meet pre-determined criteria. Further, our field executives use hand-held general
packet radio service (“GPRS”) devices to record data while collecting loan payments at the customer’s
home or business location. This leads to face-to-face interaction that improves our understanding of the
needs of our customers and enables us to be more responsive to local market demand. We believe that
16
our knowledge of the rural and semi-urban markets is a key strength that has enabled us to become one
of India’s leading NBFCs.
We were early entrants into the rural and semi-urban markets, initially providing financing solely for
products of M&M which has been selling its products in those markets for over 60 years. Credit in these
markets was principally provided by banks from the organised finance sector or by the local money
lenders. There was a large section of the rural population which did not have access to credit largely due
to their inability to meet the lending covenants of the banks or because they could not service the high
rates of the money lenders. We identified this opportunity and positioned ourselves to service this
population. We adopted simple and prompt loan approval and documentation procedures and set our
offer rates between those of the banks and the money lenders. In addition, the markets we serve are
largely cash driven and we understand the challenges and limitations of rural infrastructure and have
created processes/systems to overcome such limitations and challenges. For example, our field
executives collect cash at the customer’s premises saving them the need to travel to one of our branches
or a bank. These visits also enable us to develop our customer relationships and importantly allow us to
understand their businesses. This understanding enables us to be proactive and develop future
products for our customers. Our nationwide network, locally recruited employees, regular visits and our
close relationship with the dealers enables us to understand the needs of our customers. We believe that
due to our early entry, our client relationships and our relationship with M&M, we have built a
recognisable brand in the rural and semi-urban markets of India.
Extensive network of offices
We operate an extensive network of 893 offices, spread over 25 states and 4 union territories, as of
March 31, 2014, as compared to 607 offices as of March 31, 2012. The reach of our offices allows us to
service our existing customers and attract new customers as a result of personal relationships cultivated
through proximity and frequent interaction by our employees. Our widespread office network reduces
our reliance on any one region in India and allows us to apply best practices developed in one region to
others. Our geographic diversification also mitigates some of the regional, climatic and cyclical risks,
such as heavy monsoons or droughts. In addition, our extensive office network benefits from a de-
centralized approval system, which allows each office to grow its business organically as well as leverage
its customer relationships by offering distribution of insurance products and mutual funds. We service
multiple products through each of our offices, which reduces operating costs and improves total sales.
We believe that the challenges inherent in developing an effective office network in rural and semi-urban
areas provide us with a significant first mover advantage over our competitors in these areas.
Streamlined Approval and Administrative Procedures and Effective Use of Technology
We believe that we benefit from our streamlined company-wide approval and administrative procedures
that are supplemented by our employee training and integrated technology. Our local offices are
responsible for appraisal, disbursement, collection and delinquency management of loans. We require
simple documentation to comply with the regulatory norms and for the collateral on the vehicle or
equipment purchased. Typically, we disburse loan funds within two business days from receiving the
complete loan application. Each of our security agreements contains alternate dispute resolution
provisions for arbitration, re-possession and sale of assets that secure defaulting loans. We also require
that the customer provides a guarantor as part of a reference check prior to disbursing the funds, a
process which we believe acts as a social enforcement mechanism for timely repayment by our rural and
semi-urban customers.
We believe that our de-centralized streamlined origination process is successful because of our employee
training and integrated technology. We train our employees to use soft skills and offer customised
financial products based on the credit requirements and credit history of customers. Moreover, we are
able to regularly monitor origination, disbursement and collection with our integrated technology. In
addition, hand-held GPRS devices used by our employees provide us with installment collection,
customer and certain risk management information in a prompt manner, thus enabling better
monitoring. The recording of data in this manner enables us to provide intimation by SMS to customers
in a prompt manner at every stage of the transaction and we believe, it also allows us to handle
customer queries more efficiently.
History of strong customer and dealer relationships
17
We believe that we benefit from strong relationships with our customers, forged from long-term in-
person customer contact, the reach of our office network, local knowledge and our continued association
with automotive, farm equipment and car dealers. As part of our customer-centric approach, we recruit
employees locally to increase our familiarity with the local customers and area. We believe that this
personal contact, which includes visits by our employees to a customer’s home or business to collect
installment payments, increases the likelihood of repayment, encourages repeat business, establishes
personal relationships and helps builds our reputation for excellent customer service.
We also believe that our Company’s close relationships with dealers help us develop and maintain
strong customer relationships. As of March 31, 2014, we had an aggregate of 31,19,034 financing
contracts entered into with customers. We began our operations in 1993 by providing on-site financing
to customers purchasing vehicles and tractors at M&M dealerships. We have since expanded our dealer
relationships, including tie-ups with Maruti and Mahindra Two Wheeler Limited (“MTWL”).
Brand recall and synergies with the Mahindra Group
M&M, our Promoter and the flagship company of the Mahindra Group, was included by Forbes in its
‘Global 2000’ list for 2010. M&M has been selling automotive and farm equipment in semi-urban and
rural markets for approximately 65 years. The Mahindra Group is one of the largest business
conglomerates in India and has a strong presence in utility vehicles, tractors, information technology,
financial services, aerospace, real estate, hospitality and logistics sectors. We believe that our
relationship with the Mahindra Group provides brand recall and we will continue to derive significant
marketing and operational benefits, such as being a preferred lender at M&M and MTWL dealerships by
leveraging our relationship with the Mahindra Group.
Access to cost-effective funding
We believe that we are able to access cost-effective debt financing due to our strong brand equity, stable
credit history, superior credit ratings and conservative risk management policies. Historically, we have
secured cost-effective funding from a variety of sources. Our Company maintains borrowing
relationships with several banks, mutual funds and insurance companies. We adhere to write-off and
provisioning standards that are stricter than norms prescribed by the Reserve Bank of India (the “RBI”).
We also believe that we manage risk through controls on our loan origination and processing activities.
For example, we do not use intermediaries for loan origination. We instead train our employees to
substantiate each borrower’s identity, and then link a part of the compensation for employees involved
in origination to the payment history of loans sourced by such employee. Our long-term and
subordinated debt is presently rated IND AAA, BWR AAA and CRISIL AA+ by India Ratings & Research
Private Limited, Brickwork Ratings India Private Limited and CRISIL respectively. CRISIL has also rated
our short-term debt A1+, which is the highest rating for short-term debt instruments, and our fixed
deposit program, FAAA. For the year ended March 31, 2014, our average annualized interest cost of
borrowed funds was 10.2%.
Experienced management team
We have an experienced management team, which is supported by a capable and motivated pool of
employees. Our senior managers have diverse experience in various financial services and functions
related to our business. Our senior managers have an in-depth understanding of the specific industry,
products and geographic regions they cover, which enables them to appropriately support and provide
guidance to our employees. We also have an in-house experienced legal team consisting of qualified
professionals, well-equipped to handle all our legal requirements ranging from loan and security
documentation to recovery, repossession, security enforcement and related litigation, if any. In addition,
our management has a track record of entering and growing new lines of business, such as insurance
broking and housing finance. Our Board, including the independent directors, also has extensive
experience in the financial services and banking industries in India.
18
Our Strategies
Our business strategy is designed to capitalize on our competitive strengths to become the preferred
provider of financing services to customers in the rural and semi-urban areas of India. Our key strategic
priorities are as follows:
Focus on the rural and semi-urban markets to grow our market share
We plan to continue to expand our office network and increase the market share of our existing products
and services in the rural and semi-urban markets of India. We intend to grow our market share by
expanding our customer base and strengthening our relationships with dealers. We have grown our
office network to 893 offices as of March 31, 2014 from 547 offices as of March 31, 2011. In opening
each office site, we analyze the local market and proximity to target customers. We believe our
customers appreciate this convenience and that well-placed office sites allow us to attract new
customers. In addition to our branch and region-based organisational structure, we have also formed a
separate vertical for each of our key products, which works with our employees across offices to
customize our products based on customers feed-back.
We also seek to expand our dealer relationships by strengthening our presence at dealers and by
continuing to engage dealers beyond M&M for customer relationships. We believe that this strategy will
increase our customer base and revenues and mitigate risks associated with deriving a substantial
percentage of our vehicle financing revenues from purchasers of M&M vehicles. In order to enhance our
dealer relationships, we also provide trade funding to assist with the working capital requirements of
these dealers. We believe that we are in a position to leverage our existing distribution infrastructure to
increase our penetration in markets where we already have a presence.
Focus on effective use of technology
As we continue to expand our geographic reach and scale of operations, we intend to further develop
and integrate our technology to support our growth and improve the quality of our services. We intend
to increase the number of offices connected to the centralized data centre in Mumbai. We also intend to
expand our use of hand-held GPRS devices, which collect data used to monitor our operations and risk
exposure. We have also rolled out an advanced version of the GPRS devices, which functions as a
“mobile office” and is equipped with portable camera, scanning, voice recording and biometric features
that allows our employees to originate loans, issue receipts and conduct know-your-customer checks at
a customer’s home or business location. We believe that as we develop and integrate such programs into
our business, we can further capitalize on the reach of our offices and increase our market share. Our
use of technology will also allow us to continue providing streamlined approval and documentation
procedures and reduce incidence of error.
Further, our continued focus on the effective use of technology is aimed at allowing employees across
our office network to collect and feed data to a centralized management system, providing our senior
management with prompt operational data and assisting with treasury management. We believe that the
accurate and timely collection of such data gives us the ability to operate our business in a centralized
manner and develop better credit procedures and risk management
Diversify product portfolio
We also intend to further improve the diversity of our product portfolio to cater to the various financial
needs of our customers and increase the share of income derived from sale of financial products. We
intend to improve the diversity of our product portfolio both within our vehicle financing business as
well as through the introduction and growth of other financial products. We intend to grow the share of
our disbursements to pre-owned vehicles and light and heavy commercial vehicles to capture market
share in what we believe is a growth area and improve the diversity of our loan exposure. We also intend
to leverage our relationships—including with Maruti and its ‘True Value’ brand of pre-owned vehicles
and M&M and its ‘First Choice’ brand of pre-owned vehicles—and our existing office network to diversify
and expand our product portfolio.
19
Beyond our vehicle financing business, we intend to leverage our brand and office network, develop
complementary business lines and become the preferred provider of financial products in rural and
semi-urban markets—a one-stop shop for customers’ financial needs. We have also launched a direct
marketing initiative to target our existing and former customers to cater to all their financing
requirements, thus generating new business and diversifying our loan portfolio. We expect that
complementary business lines will allow us to offer new products to existing customers while attracting
new customers as well. To this end, we hope to grow our housing finance, personal loans, gold loans
and SME financing and increase distribution of mutual funds and insurance products. We will continue
to focus on growing our rural housing portfolio through our subsidiary MRHFL, which in partnership
with the National Housing Bank, we believe is in a unique position to cater to a large and untapped
customer base
Continue to attract and retain talented employees
As part of our business strategy, we are focused on attracting and retaining high quality talent. We
recognize that the success of our business depends on our employees, particularly as we continue to
expand our operations. We have successfully recruited and retained talented employees from a variety of
backgrounds, including credit evaluation, risk management, treasury, technology and marketing. We
will continue to attract talented employees through our retention initiatives and recruitment from local
graduate colleges. Our retention initiatives include job rotation, secondments, quarterly reviews,
incentive-based compensation, employee recognition programs, an employee stock option plan, training
at our training facility and on-the-job training. We invest a significant amount of time and resources for
training our employees, which we believe fosters mutual trust, improves the quality of our customer
service and puts further emphasis on our continued retention.
Our Operations
We follow clearly defined procedures for evaluating the credit worthiness of customers. The typical credit
appraisal process adopted is as follows:
Initial Evaluation
Once we receive an application, a field executive obtains information from the customer, including proof
of identification and other relevant information such as his background, earning potential, loan being
sought and the proposed usage of the vehicle being financed to assess the customer’s potential of
servicing the loan. We also require that the customer provide a guarantor, which is often an existing or
former customer.
For a customer seeking to finance a pre-owned vehicle, our field executive prepares a vehicle inspection
and evaluation report to determine the registration details, condition and market value of the vehicle.
For an existing customer, the field executive also evaluates the customer’s track record of payments.
The field executive then recommends whether the loan should be approved based on prescribed
guidelines and forwards a recommendation to the office manager for disbursement.
Approval Process
Our office managers evaluate proposals received from field executives. Office managers primarily
evaluate a customer’s ability to repay. To minimize the time required for approvals, we conduct know-
your-customer (“KYC”) procedures required by the RBI in-house, use decentralized approval authority
and standardized documentation and procedures across our offices. Our objective is to ensure appraisal
and disbursement within the shortest possible time, without compromising on quality. We typically
approve loans within two days of receiving a complete application together with relevant supporting
documents.
For the trade advances that we provide to authorized dealers, particularly for utility vehicles, tractors
and cars, we also undertake background checks on such dealers. Our head office sets and
communicates limits on trade advances for dealers. The criteria for such trade advances to dealers
would include background checks with the vehicle manufacturer, credit history, business volumes and
seasonality.
20
Disbursement
After confirming completion of the initial evaluation and approval process, our disbursing officers meet
with customers to execute the loan documentation, ensuring that we gain security over the collateral.
The disbursing officer explains the contents of the loan documents and based on customer’s request,
provides copies of the executed loan documents to the customer. We also require the customer to
submit post-dated cheques. We aim to appraise customers and complete disbursement within the
shortest amount of time while adhering to our internal standards and regulatory requirements.
Loan Administration and Monitoring

At the outset of loan disbursement, we give our customers an option to pay using one of four methods—
cash, cheque, demand drafts or ECS—at a frequency that is fixed after determining the customer’s
expected cash flow. Our field executives visit customers to collect installments as they become due. We
track loan repayment schedules on a monthly basis through our central MIS department, which
monitors installments due and loan defaults. We ensure that all customer accounts are reviewed by an
office manager at least once a year, with customers who have larger exposures or missed payments
reviewed more frequently.
Our field executives are responsible for collecting installments, with each field executive typically having
responsibility for a specified number of borrowers. We also limit each office to a specified number of
customers in an effort to ensure that each office can closely monitor its risks and collections.
Collection & Recovery

We believe that our loan recovery procedure is well-suited to rural and semi-urban markets, as reflected
by our high loan recovery ratios. The entire collection process is administered in-house. If a customer
misses installment payments, our field executives identify the reasons for default and initiate action
pursuant to our internal guidelines.
In the event of default under a loan agreement, we may initiate the process for re-possessing collateral.
We typically use external agencies to re-possess collateral. Where appropriate, our loan asset re-
construction department coordinates with our legal team and external lawyers to initiate and monitor
legal proceedings.
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Key Operational and Financial Parameters (on Consolidated basis)

(Rs. In Lakhs)
Parameters FY2013-14 FY2012-13 FY2011-12
For Financial Entities

Networth 529369.52 457955.55 303107.31
Total Debt 2589292.80 2015249.40 1464642.20
of which – Non Current Maturities of
Long Term Borrowing 1825376.57 1381540.40 991100.74
- Short Term Borrowing 151027.60 158191.25 143895.09

- Current Maturities of
Long Term Borrowing 612888.63 475517.75 329646.37
Net Fixed Assets 12871.35 11367.78 10279.60

Non Current Assets 1482110.08 998961.11
Cash and Cash Equivalents 57043.28 36796.59 27173.87
Current Investments 34289.13 21585.34 28937.55
Current Assets 1155219.32 876671.85
Current Liabilities 108746.79 82617.35
Assets Under Management 3413306 2791313 2064286
Off Balance Sheet Assets 246733 242072 208130
Interest Income 472054.51 358538.54 250780.50

Interest Expense 225990.70 165207.20 112395.38
Provisioning & Write-offs 51898.42 28815.02 15998.15
PAT 95442.14 92703.54 64349.71
Gross NPA (%) 4.4% 3.0% 3.0%
Net NPA (%) 1.9% 1.0% 0.7%
Tier I Capital Adequacy Ratio (%) 15.5% 17.0% 15.1%
Tier II Capital Adequacy Ratio (%) 2.5% 2.7% 2.9%
22
Gross Debt: Equity Ratio of the Company:
Before the issue of Debt Securities 4.70:1
After the issue of Debt Securities Will be submitted after each issue with addendum
c. A Brief History of our Company:
i. Capital Structure of the Company as on 31st March 2014:
AMOUNT
SHARE CAPITAL (Rs. In Lacs)
Authorised :
70,00,00,000 Equity shares of Rs.2/- each 14000.00
50,00,000 Redeemable Preference shares of Rs.100/- each 5000.00
Issued Share capital :

56,87,64,960 Equity shares of Rs.2/- each 11375.30
Subscribed and Paid-up :

56,87,64,960 Equity shares of Rs.2/- each fully paid up 11375.30
Less : Shares issued to ESOP Trust but not allotted by it to employees 104.80
(52,39,841 shares issued to ESOS Trust)
TOTAL 11270.50
23
ii. Changes in Capital Structure as on 31st March, 2014 for last five years:
Date of Change ( AGM/EGM) Rs Particulars
rd
3 January, 2011(Postal Ballot) 190,00,00,000 Increased from Rs 160,00,00,000 divided into
11,00,00,000 Equity Shares of Rs 10 each and 50,00,000
Redeemable Preference Shares of Rs 100 each to Rs
190,00,00,000 divided into 14,00,00,000 Equity Shares of
Rs 10 each and 50,00,000 Redeemable Preference Shares
of Rs 100 each by a Special Resolution passed by the
shareholders on 3rd January, 2011 by way of postal ballot.
5th February, 2013 (Postal 190,00,00,000 Upon Subdivision, re-organised the Authorized Capital
Ballot) from 14,00,00,000 Equity Shares of Rs. 10 each and
50,00,000 Redeemable Preference Shares of Rs 100 each to
70,00,00,000 Equity Share of Rs. 2 each and 50,00,000
Redeemable Preference Shares of Rs 100 each.
iii. Equity Share capital history of our Company as on 31st March, 2014
Date of No. of Face Issu Consid Nature of Cumulative

Allotment Equity Valu e eration allotment
Shares e Price
(Rs.) (Rs.) No. of Equity Equity Share
Equity Share Premium
Shares Capital (Rs.)*
(Rs.)
7-Jan-91 7 10 10 Cash Subscribers to
the Memorandum 7 70 0
31-Dec-91 342,700 10 10 Cash Allotment of
shares through
Rights Issue 342,707 3427070 0
30-Mar-92 652,293 10 10 Cash Allotment of
shares through
Rights Issue 995,000 9950000 0
7-Dec-93 1,990,000 10 15 Cash Allotment of
shares through
Rights Issue 2,985,000 29850000 9950000
1-Nov-94 995,000 10 30 Cash Allotment of
shares through
Rights Issue 3,980,000 39800000 29850000
31-Jul-95 3,980,000 10 30 Cash Allotment of
shares through
Rights Issue 7,960,000 79600000 109450000
29-Aug-96 1,990,000 10 - Bonus Further allotment
of shares 9,950,000 99500000 89550000
27-Mar-97 9,950,000 10 20 Cash Allotment of
shares through
Rights Issue 19,900,000 199000000 189050000
30-Sep-98 12,003,231 10 20 Cash Allotment of
shares through
Rights Issue 31,903,231 319032310 309082310
24

shares through
Rights Issue 36,521,739 365217390 364504406
shares through
Rights Issue 41,125,883 411258830 419754134
shares through
Rights Issue 60,623,303 606233030 653723174
shares through
Rights Issue 70,156,080 701560800 1035034254
shares to the
ESOS Trust 72,842,630 728426300 1145182804
5-Jan-06 3,157,895 10 190 Cash Allotment of
shares to Copa
Cabana 76,000,525 760005250 1713603904
shares under
Public Issue 86,000,525 860005250 3613603904
28-Feb-08 10,900,000 10 380 Cash Allotment of
shares to TPG
Axon (Mauritius)
II Ltd & Standard
Chartered Private
Equity
(Mauritius) Ltd. 96,900,525 969005250 7646603904
3-Feb-11 969,005 10 10 Cash Allotment of
shares to the
ESOS Trust
under the newly
approved ESOP
scheme 2010 97,869,530 978695300 7646603904
22-Feb-11 6,133,205 10 695 Cash Allotment of
shares to
Qualified
Institutional
Buyers (QIBs)
under the
Qualified
Institutional
Placement (QIP). 104,002,735 1040027350 11847849329
16-Nov- 97,50,257 10 889 Cash Allotment of
2012 Shares to
Qualified
Institutional
Buyers under the
Qualified
Institutions 1,137,529,9 1137529920
Placement 20 0 20418325232
*Equity Share Premium not adjusted for issue expenses.
25
iv. Details of any Acquisition or Amalgamation in the last 1 year:
There was No Acquisition by or Amalgamation in our company during last 1 year
v. Details of any Reorganization or Reconstruction in the last 1 year:-
Type of Event Date of Announcement Date of Completion Details

NA
d. Details of the shareholding of the Company as on 31st March, 2014:
i. Shareholding pattern of the Company as on 31st March, 2014:
Sr No Particulars Total No of No of shares in demat Total Shareholding as

form % of total no of equity
Equity Shares
shares
1 PROMOTERS 291207660 291207660 51.20%

2 PROMOTER GROUP 5239841 5239841 0.92%
FOREIGN INSTITUTIONAL
3
INVESTORS 235388096 235388096 41.39%
4 MUTUAL FUNDS
5346917 5346917 0.94%
RESIDENT
5
INDIVIDUALS/ HUF 22030852 20724222 3.87%
6 BODIES CORPORATES 4429715 4007225 0.78%
INDIAN FINANCIAL
7
INSTITUTIONS 77908 77908 0.01%
8 VENTURE CAPITAL FUND
1855000 1855000 0.33%
9 INSURANCE COMPANIES 326066 326066 0.06%
10 NON RESIDENT INDIANS
1343750 1343750 0.24%
11 CLEARING MEMBERS 1419519 1419519 0.25%
12 BANKS 65902 65902 0.01%
13 TRUSTS
33734 33734 0.01%
TOTAL
568764960 567035840 100.00%
26
ii. List of top 10 holders of equity shares of the Company as on 31st March, 2014:
Sr No Name of the Shareholders Total No ofNo of shares Total

Equity in demat Shareholding
Shares form as % of total
no of equity
shares
1 Mahindra & Mahindra Limited 291207660 291207660 51.20%
2 Cartica Capital Ltd 38793214 38793214 6.82%
3 Government of Singapore 9343436 9343436 1.64%
4 JPMorgan Sicav Investment Company (Mauritius)
7590056 7590056 1.33%
Limited
5 JP Morgan Funds - Emerging Markets Equity Fund 6971200 6971200 1.23%
6 Morgan Stanley Asia (singapore) pte. 6833200 6833200 1.20%
7 Credit Suisee (Singapore) Limited 6815021 6815021 1.20%
8 TIAA-CREF Institutional Mutual Funds-International
6316004 6316004 1.11%
Equity Fund
9 JP Morgan India Fund 6122045 6122045 1.08%
10 Equinox Partners LP 5459091 5459091 0.96%
e. Details Regarding the directors of the Company:
i. Details of the current directors of the Company*
Name, Age Address Director of Details of

Designation and the other
DIN Company Directorship#
since
Mr. Bharat Narotam Doshi 64 Mahindra Towers, 30/03/1992
Chairman Dr. G. M. Bhosale Marg,
DIN no. 00012541 P. K. Kurne Chowk, Worli,
Mumbai - 400 018.
Mr. Uday Y Phadke 63 Mahindra Towers, 27/05/1999
Director Dr. G. M. Bhosale Marg,
Mumbai - 400 018.
Mr. Dhananjay Mungale 60 309, Tulsiani Chambers, 01/03/1999
Independent Director Free Press Journal Marg,
DIN no. 00007563 Nariman Point,
Mumbai - 400 021
Mr. Manohar Bhide 75 A/5, Bageshree, 24/10/2000
Independent Director Shankar Ghanekar Marg,
DIN no. 00001826 Prabhadevi, Mumbai – 400 025.
27
Mr. Piyush Mankad 72 P/161, ATS Village, Sector 93A, 21/02/2005

Independent Director Expressway, Noida, 201 301,
DIN no. 00005001 Uttar Pradesh, India.
Dr. Pawan Kumar Goenka 59 Mahindra Towers, 27/07/2009

Director Dr. G. M. Bhosale Marg,
Mumbai - 400 018.
Mrs. Rama Bijapurkar 57 314, Nirman Kendra, 14/06/2008
Independent Director Near Famous Studios,
DIN no. 00001835 Dr. E. Moses Road,
Mahalaxmi,
Mumbai – 400 011.
Mr. Ramesh Iyer 55 Mahindra Towers, 30/04/2001
Managing Director Dr. G. M. Bhosale Marg,
Mumbai - 400 018.
* There is No director whose name is currently appearing in the RBI defaulter list and/or ECGC default
list.
# Details of other Directorships as on 31st March, 2014
Sr. Name Other Companies in which director is interested

No.
1. Mr. Bharat Doshi 1. Mahindra & Mahindra Limited
2. Mahindra Intertrade Limited
3. Tech Mahindra Limited
4. Mahindra Holdings Limited
5. NSE.IT Limited
6. Godrej Consumer Products Limited
7. Mahindra USA Inc.
8. The Mahindra United World College of India (section
25 Company)
9. Indian Council on Global Relations
10. Ssang Yong Motor Company Limited
2. Mr. Uday Phadke 1. Mahindra World City Developers Limited

2. Mahindra Lifespace Developers Limited
3. Mahindra Holidays and Resorts India Limited
4. Mahindra World City (Jaipur) Limited
5. Mahindra Rural Housing Finance Limited
6. Mahindra Insurance Brokers Limited
7. Mahindra Trustee Company Private Limited
3. Dr. Pawan Goenka 1. Mahindra Engineering Services Limited
28
2. Mahindra & Mahindra Limited

3. Sylvan Realty Private Limited
4. Mahindra Trucks and Buses Limited
5. Mahindra & Mahindra South Africa(Pty.) Limited
6. Mahindra First Choice Wheels Limited
7. Mahindra Vehicle Manufacturers Limited
8. Mahindra Heavy Engines Private Limited
9. Mahindra Two Wheelers Limited
10. Mahindra Reva Electric Vehicles Private Ltd.
11. Swaraj Engines Ltd.
12. Swaraj Automotives Ltd.
13. Jiangxi Mahindra Yueda Tractor Co. Ltd.
14. Mahindra USA Inc.
15. Ssang Yong Motor Company Ltd.
16. Mumbai Mantra Media Ltd.
17. National Skill Development Corporation
18. Association of Indian Automobiles Manufacturers
19. Mahindra ‘Electoral Trust’ Company
4. Mr. Dhananjay Mungale 1. I-nestor Advisors Private Ltd

2. Mentor Technologies Private Limited
3. Snowcem Paints Pvt. Ltd.
4. J P Morgan Asset Management India Private Limited
5. LICHFL Trustee Company Private Limited
6. Chowgule Steamships Limited
7. NOCIL Limited
8. Tamilnadu Petroproducts Limited
9. Lavgan Dockyard Private Limited
10. Kalpataru Limited
11. Samson Maritime Limited
12. Mahindra Composites Limited
13. L&T Infra Investment Partners Advisory Private
Limited
14. Sicagen India Limited
15. Mahindra CIE Automotive Limited
16. IL&FS Engineering and Construction Company
Limited
5. Mr. M.G. Bhide 1. Mahindra Shubhlabh Services Limited
2. J. P. Morgan Securities India Private Limited
3. Talwalkars Better Value Fitness Limited.
4. Mahindra Trustee Company Private Limited
6. Mr. Piyush Mankad 1. Tata International Limited
2. Tata Elixi Limited
3. DSP BlackRock Investment Managers Private Limited
4. ICRA Limited
29
5. Heidelberg Cement India Limited

6. Noida Toll Bridge Company Limited
7. The Tata Power Company Limited
8. Hindustan Media Ventures Limited
9. Tata South East Asia Limited, Hong Kong
7. Ms. Rama Bijapurkar 1. Redington Gulf FZE
2. ICICI Prudential Life Insurance Company Ltd.
3. Ambit Holdings Pvt. Ltd.
4. Janalaxmi Financial Services Private Limited
5. People Research on India’s Consumer Economy
6. The Ratnakar Bank Limited
8. Mr. Ramesh Iyer 1. Mahindra Insurance Brokers Limited

2. Mahindra First Choice Wheels Ltd.
3. NBS International Limited
4. Mahindra Rural Housing Finance Limited
5. Mahindra First Choice Services Limited
6. Mahindra Business & Consulting Services Pvt. Ltd.
7. Mahindra Finance USA LLC
8. Mahindra & Mahindra South Africa (Pty.) Limited
9. Mahindra Asset Management Company Private
Limited
10. Finance Industry Development Council
ii. Details of change in directors since last three years:-
Name, Date of Director of the Remarks

Designation and Appointment / Company since ( in case
DIN Resignation of resignation)
Nil N.A. N.A. -
f. Details regarding the auditors of the Company:
i. Details of the auditor of the Company
Name Address Auditor since

B.K. Khare & Co. 706/708, Sharda Chambers, Mumbai
Chartered Accountants 4000020 1991
30
ii. Details of change in auditor since last three years:
Name Address Date of Auditor of Remarks

Appointment the Company since ( in
/ Resignation case of resignation)
N.A.
g. Details of borrowings of the Company, as on 31st March, 2014:
i. Details of Secured Loan Facilities as on 31st March, 2014:
Repayment
Type of Amt Principal Amt Date/
Lender’s Name Facility Sanctioned outstanding Schedule Security
HSBC BANK Term Loan 150 50 03-Dec-14 Receivable and Book Debts
State Bank of Bikaner &
Jaipur Term Loan 100 25 30-Jun-14 Receivable and Book Debts
Jaipur Term Loan 25 30-Sep-14 Receivable and Book Debts
Jaipur Term Loan 25 31-Dec-14 Receivable and Book Debts
ICICI Bank Term Loan 1200 400 21-Apr-14 Receivable and Book Debts
IDBI Bank Limited Term Loan 250 22.72 01-Jul-14 Receivable and Book Debts
IDBI Bank Limited Term Loan 22.72 01-Oct-14 Receivable and Book Debts
IDBI Bank Limited Term Loan 22.80 01-Jan-15 Receivable and Book Debts
IDBI Bank Limited Term Loan 250 22.72 01-Jul-14 Receivable and Book Debts
IDBI Bank Limited Term Loan 22.72 01-Oct-14 Receivable and Book Debts
IDBI Bank Limited Term Loan 22.80 01-Jan-15 Receivable and Book Debts
Dena Bank 200 200 30-Jun-14 Receivable and Book Debts
Jaipur Term Loan 100 25 28-Sep-14 Receivable and Book Debts
Jaipur Term Loan 25 28-Dec-14 Receivable and Book Debts
Jaipur Term Loan 25 28-Mar-15 Receivable and Book Debts
Jaipur Term Loan 25 28-Jun-15 Receivable and Book Debts
Allahabad Bank Term Loan 100 100 27-Sep-15 Receivable and Book Debts
Allahabad Bank Term Loan 100 100 05-Nov-15 Receivable and Book Debts
Bank of Maharashtra Term Loan 100 100 27-Sep-14 Receivable and Book Debts
Canara Bank Term Loan 500 250 29-Sep-15 Receivable and Book Debts
Canara Bank Term Loan 180 29-Sep-15 Receivable and Book Debts
Canara Bank Term Loan 70 29-Sep-15 Receivable and Book Debts
UCO Bank Term Loan 500 100 31-May-14 Receivable and Book Debts
UCO Bank Term Loan 50 31-May-14 Receivable and Book Debts
31
UCO Bank Term Loan 50 30-Nov-14 Receivable and Book Debts

UCO Bank Term Loan 150 30-Nov-14 Receivable and Book Debts
Bank of Baroda Term Loan 500 50 30-Jun-14 Receivable and Book Debts
Bank of Baroda Term Loan 100 30-Jun-14 Receivable and Book Debts
Bank of Baroda Term Loan 200 30-Dec-14 Receivable and Book Debts
Syndicate Bank Term Loan 500 50 31-Jan-15 Receivable and Book Debts
Syndicate Bank Term Loan 50 31-Jan-15 Receivable and Book Debts
Allahabad Bank Term Loan 200 200 28-Mar-16 Receivable and Book Debts
United Bank of India Term Loan 300 75 28-Mar-15 Receivable and Book Debts
United Bank of India Term Loan 75 28-Mar-16 Receivable and Book Debts
United Bank of India Term Loan 75 28-Mar-17 Receivable and Book Debts
Bank of Maharashtra Term Loan 150 50 28-Jun-15 Receivable and Book Debts
Bank of Maharashtra Term Loan 25 28-Jun-15 Receivable and Book Debts
Indian Bank Term Loan 200 66.67 31-Aug-14 Receivable and Book Debts
Indian Bank Term Loan 66.67 28-Feb-15 Receivable and Book Debts
Indian Bank Term Loan 66.66 31-Aug-15 Receivable and Book Debts
Deutsche Bank Term Loan 200 200 04-Sep-14 Receivable and Book Debts
UCO Bank Term Loan 300 100 28-Sep-14 Receivable and Book Debts
UCO Bank Term Loan 50 28-Mar-15 Receivable and Book Debts
UCO Bank Term Loan 50 28-Mar-15 Receivable and Book Debts
UCO Bank Term Loan 100 28-Sep-15 Receivable and Book Debts
State Bank of Hyderabad Term Loan 200 33.33 31-Jul-14 Receivable and Book Debts
State Bank of Hyderabad Term Loan 16.67 31-Oct-14 Receivable and Book Debts
State Bank of Hyderabad Term Loan 8.33 31-Jan-15 Receivable and Book Debts
State Bank of Hyderabad Term Loan 25 31-Jan-15 Receivable and Book Debts
State Bank of Hyderabad Term Loan 33.33 30-Apr-15 Receivable and Book Debts
State Bank of Hyderabad Term Loan 33.33 31-Jul-15 Receivable and Book Debts
Dena Bank Term Loan 200 50 28-Dec-14 Receivable and Book Debts
Dena Bank Term Loan 16.67 28-Dec-14 Receivable and Book Debts
Dena Bank Term Loan 58.33 28-Jun-15 Receivable and Book Debts
Dena Bank Term Loan 8.33 28-Jun-15 Receivable and Book Debts
Dena Bank Term Loan 66.67 28-Dec-15 Receivable and Book Debts
Canara Bank Term Loan 500 100 28-Dec-14 Receivable and Book Debts
Canara Bank Term Loan 50 28-Dec-14 Receivable and Book Debts
Canara Bank Term Loan 50 28-Jun-15 Receivable and Book Debts
32
Canara Bank Term Loan 100 28-Jun-15 Receivable and Book Debts
Bank of Baroda Term Loan 500 150 21-Dec-15 Receivable and Book Debts
Allahabad Bank Term Loan 100 25 28-Dec-16 Receivable and Book Debts
Allahabad Bank Term Loan 75 28-Dec-16 Receivable and Book Debts
FCNR
Citi-FCNR Loan 109 109 21-Jan-15 Receivable and Book Debts
Bank of India Term Loan 200 60 20-Mar-15 Receivable and Book Debts
Bank of India Term Loan 40 20-Sep-15 Receivable and Book Debts
Bank of India Term Loan 20 20-Sep-15 Receivable and Book Debts
Bank of India Term Loan 80 20-Feb-16 Receivable and Book Debts
Central Bank of India Term Loan 500 50 20-Mar-17 Receivable and Book Debts
Central Bank of India Term Loan 50 20-Mar-17 Receivable and Book Debts
Central Bank of India Term Loan 150 20-Sep-17 Receivable and Book Debts
Indian Bank Term Loan 300 100 25-Mar-15 Receivable and Book Debts
Indian Bank Term Loan 100 25-Sep-15 Receivable and Book Debts
Indian Bank Term Loan 100 25-Mar-16 Receivable and Book Debts
State Bank of Patiala Term Loan 200 33.33 20-Sep-14 Receivable and Book Debts
State Bank of Patiala Term Loan 33.33 20-Mar-15 Receivable and Book Debts
State Bank of Patiala Term Loan 33.33 20-Sep-15 Receivable and Book Debts
State Bank of Patiala Term Loan 33.33 20-Sep-16 Receivable and Book Debts
Jaipur Term Loan 100 100 30-Mar-17 Receivable and Book Debts
ABU DHABI Commercial
Bank Term Loan 30 3 05-Jul-15 Receivable and Book Debts
Bank Term Loan 3 05-Oct-15 Receivable and Book Debts
Bank Term Loan 3 05-Jan-16 Receivable and Book Debts
Bank Term Loan 3 05-Apr-16 Receivable and Book Debts
HDFC Bank Term Loan 500 15 28-Mar-15 Receivable and Book Debts
HDFC Bank Term Loan 15 28-Jun-15 Receivable and Book Debts
HDFC Bank Term Loan 15 28-Sep-15 Receivable and Book Debts
HDFC Bank Term Loan 15 28-Dec-15 Receivable and Book Debts
HDFC Bank Term Loan 15 28-Mar-16 Receivable and Book Debts
HDFC Bank Term Loan 15 28-Sep-16 Receivable and Book Debts
33
HDFC Bank Term Loan 15 28-Dec-16 Receivable and Book Debts

HDFC Bank Term Loan 15 28-Mar-17 Receivable and Book Debts
HDFC Bank Term Loan 7.14 28-Jun-14 Receivable and Book Debts
HDFC Bank Term Loan 7.14 28-Sep-14 Receivable and Book Debts
HDFC Bank Term Loan 7.14 28-Dec-14 Receivable and Book Debts
HDFC Bank Term Loan 22.14 28-Mar-15 Receivable and Book Debts
Deutsche Bank Term Loan 100 50 28-Jun-15 Receivable and Book Debts
Deutsche Bank Term Loan 50 28-Jun-15 Receivable and Book Debts
FCNR
Citi-FCNR Loan 100 100 24-Jun-15 Receivable and Book Debts
United Bank of India Term Loan 250 83.33 01-Aug-15 Receivable and Book Debts
United Bank of India Term Loan 83.33 01-Feb-16 Receivable and Book Debts
United Bank of India Term Loan 83.34 01-Aug-16 Receivable and Book Debts
Vijaya Bank Term Loan 250 250 02-Aug-17 Receivable and Book Debts
UCO Bank Term Loan 100 33.33 02-Aug-16 Receivable and Book Debts
UCO Bank Term Loan 33.33 02-Aug-17 Receivable and Book Debts
UCO Bank Term Loan 33.34 02-Aug-18 Receivable and Book Debts
Union Bank of India Term Loan 300 60 13-Aug-15 Receivable and Book Debts
Union Bank of India Term Loan 60 13-Feb-16 Receivable and Book Debts
Union Bank of India Term Loan 60 13-Aug-16 Receivable and Book Debts
Union Bank of India Term Loan 60 13-Feb-17 Receivable and Book Debts
Union Bank of India Term Loan 60 13-Aug-17 Receivable and Book Debts
Bank Of Bahrain & Kuwait
BSC Term Loan 40 40 10-Sep-15 Receivable and Book Debts
Union Bank of India Term Loan 500 100 30-Sep-15 Receivable and Book Debts
Union Bank of India Term Loan 100 30-Mar-16 Receivable and Book Debts
Union Bank of India Term Loan 100 30-Sep-16 Receivable and Book Debts
Union Bank of India Term Loan 100 30-Mar-17 Receivable and Book Debts
Union Bank of India Term Loan 100 30-Sep-17 Receivable and Book Debts
Corporation Bank Term Loan 425 70 30-Jun-16 Receivable and Book Debts
Corporation Bank Term Loan 70 30-Sep-16 Receivable and Book Debts
Corporation Bank Term Loan 70 30-Dec-16 Receivable and Book Debts
Corporation Bank Term Loan 70 30-Mar-17 Receivable and Book Debts
Corporation Bank Term Loan 70 30-Jun-17 Receivable and Book Debts
Corporation Bank Term Loan 75 30-Sep-17 Receivable and Book Debts
34
The Royal Bank of

Scotland N.V Term Loan 145 145 10-Dec-16 Receivable and Book Debts
Allahabad Bank Term Loan 300 100 27-Dec-16 Receivable and Book Debts
Oriental Bank of
Commerce Term Loan 200 50 27-Jun-17 Receivable and Book Debts
Oriental Bank of
Commerce Term Loan 50 27-Dec-17 Receivable and Book Debts
Oriental Bank of
Commerce Term Loan 50 27-Jun-18 Receivable and Book Debts
Oriental Bank of Receivable and Book Debts
Commerce Term Loan 50 27-Dec-18
Syndicate Bank Term Loan 500 150 30-Dec-16 Receivable and Book Debts
Syndicate Bank Term Loan 150 30-Dec-17 Receivable and Book Debts
ICBC Term Loan 62 15.50 20-Apr-15 Receivable and Book Debts
ICBC Term Loan 15.50 20-Jun-15 Receivable and Book Debts
ICBC Term Loan 15.50 20-Sep-15 Receivable and Book Debts
ICBC Term Loan 15.50 20-Dec-15 Receivable and Book Debts
Punjab and Sind Bank Term Loan 300 150 31-Dec-16 Receivable and Book Debts
Punjab and Sind Bank Term Loan 50 31-Dec-16 Receivable and Book Debts
Punjab and Sind Bank Term Loan 100 31-Dec-16 Receivable and Book Debts
The Royal Bank of Receivable and Book Debts
55 55 10-Dec-16
Scotland N.V Term Loan
Deutsche Bank Term Loan 75 75 14-Feb-17 Receivable and Book Debts
FCNR Receivable and Book Debts
187.80 187.80 04-Feb-16
CITI-FCNR Loan
FCNR Receivable and Book Debts
124.80 124.80 24-Feb-16
CITI-FCNR Loan
Deutsche Bank Term Loan 100 100 14-Feb-17 Receivable and Book Debts
Bank of Maharashtra Term Loan 125 50 28-Feb-17 Receivable and Book Debts
Bank of Maharashtra Term Loan 75 28-Feb-17 Receivable and Book Debts
Dena Bank Term Loan 300 100 07-Mar-17 Receivable and Book Debts
Dena Bank Term Loan 100 07-Mar-17 Receivable and Book Debts
Dena Bank Term Loan 100 07-Mar-17 Receivable and Book Debts
Indian Bank Term Loan 200 100 27-Mar-18 Receivable and Book Debts
Indian Bank Term Loan 100 27-Mar-18 Receivable and Book Debts
Axis Bank Term Loan 250 200 03-Mar-17 Receivable and Book Debts
Axis Bank Term Loan 50 03-Mar-17 Receivable and Book Debts
Bank of India Term Loan 350 150 25-Mar-17 Receivable and Book Debts
Bank of India Term Loan 200 25-Mar-17 Receivable and Book Debts
Bank of Baroda Term Loan 300 100 28-Mar-19 Receivable and Book Debts
Bank of Baroda Term Loan 100 28-Mar-18 Receivable and Book Debts
Bank of Baroda Term Loan 100 28-Mar-17 Receivable and Book Debts
State Bank of India Term Loan 250 250 07-Apr-14 Receivable and Book Debts
35
IDBI Bank Ltd Term Loan 78 78 03-Apr-14 Receivable and Book Debts
Bank of Baroda Term Loan 65 65 04-Apr-14 Receivable and Book Debts
Punjab National Bank Term Loan 48 48 04-Apr-14 Receivable and Book Debts
Corporation Bank Term Loan 75 75 09-Apr-14 Receivable and Book Debts
Dena Bank Term Loan 39 39 07-Apr-14 Receivable and Book Debts
Total 15533.6 13744.9
ii. Details of Unsecured Loan Facilities as on 31st March, 2014:
Lender’s Name Type of Amt Principal Repayment Date / Schedule

Facility Sanctioned Amt outstanding
(Rs. In Crs) (Rs. In Crs)
United Overseas Bank Short Term loan 22 22 07-Apr-14
Credit Suisse AG Short Term loan 100 100 27-Dec-16
iii. Details of NCDs as on 31st March, 2014:
Debenture Tenor / Coupon Amou Date of Redempti Credit Secured / Securit

nt on Date/ y*
Series Period of Allotment Rating Unsecured
(Rs. Schedule
Maturity In
Lakhs
)
Unsecured
III 10 years 12.00% 400 17-Apr-07 17-Apr-17 CRISIL & INDIA Ratings
Unsecured
HHH 10 years 12.00% 2500 11-May-07 11-May-17 CRISIL & INDIA Ratings
JJJ 10 years 11.00% 1480 22-May-07 13-Jun-17 CRISIL & INDIA Ratings Unsecured
KKK 10 years 10.50% 2500 26-Jul-07 26-Jul-17 CRISIL & INDIA Ratings Unsecured
10 years 11.75%
PPP 980 17-Oct-08 17-Oct-18 CRISIL & INDIA Ratings Unsecured
YP2008 6 years 13.00% 4000 27-Oct-08 27-Oct-14 CRISIL Rating Secured

10 years 9.85% BRICKWORK & INDIA
QQQ 2500 10-Nov-09 11-Nov-19 Unsecured
Ratings
10 years 9.85% BRICKWORK & INDIA
RRR 7500 20-Nov-09 20-Nov-19 Unsecured
Ratings
10 years & 60 CRISIL & BRICKWORK

SSS 9.80% 20000 26-Nov-10 25-Jan-21 Unsecured
days Ratings
2 years & 355

AE2011 days 10.20% 10500 18-Jul-11 8-Jul-14 CRISIL Rating Secured
36
3 years
AG2011 9.90% 10000 25-Jul-11 25-Jul-14 CRISIL Rating Secured
AK2011 3 years 10.10% 2500 9-Sep-11 9-Sep-14 CRISIL Rating Secured

2 year & 347
AL2011 10.10% 1500 9-Sep-11 22-Aug-14 CRISIL Rating Secured
days
AM2011 3 year & 2 days 10.10% 1600 9-Sep-11 11-Sep-14 CRISIL Rating Secured
3 year & 10
AN2011 10.10% 3100 9-Sep-11 19-Sep-14 CRISIL Rating Secured
days
Zero Coupon
AV2011 3 year & 1 day 3350 03-Nov-11 04-Nov-14 CRISIL Rating Secured
(XIRR: 10.20%)
2 year & 354
AW2011 10.20% 1000 03-Nov-11 23-Oct-14 CRISIL Rating Secured
days
10 years
TTT 10.05% 50 07-Dec-11 07-Dec-21 CRISIL & INDIA Ratings Unsecured
Zero Coupon
BH2011 3 year 2210 25-Nov-11 25-Nov-14 CRISIL Rating Secured
(XIRR: 10.25%)
2 Year & 354 Zero Coupon
BJ2011 1870 25-Nov-11 14-Nov-14 CRISIL Rating Secured
days (XIRR: 10.25%)
UUU 10 years 10.50% 10000 12-Dec-11 13-Dec-21 CRISIL & INDIA Ratings Unsecured
2 Year & 355 Zero Coupon

BQ2011 4700 05-Dec-11 25-Nov-14 CRISIL Rating Secured
Days (XIRR: 10.20%)
2 year & 363
BS2011 10.00% 15000 07-Dec-11 05-Dec-14 CRISIL Rating Secured
days
BT2011 3 year & 6 days 10.20% 2500 09-Dec-11 15-Dec-14 CRISIL Rating Secured
AD2012 5 years 9.95% 10500 02-Mar-12 02-Mar-15 CRISIL Rating Secured
AE2012 3 years 9.75% 1000 06-Mar-12 06-Mar-15 CRISIL Rating Secured
Zero Coupon
AG2012 2 years 1 days 30000 20-Apr-12 21-Apr-14 CRISIL Rating Secured
(XIRR: 9.80%)
2 years 361 Zero Coupon
AH2012 1720 20-Apr-12 16-Apr-15 CRISIL Rating Secured
days (XIRR: 9.77%)
Zero Coupon
AI2012 3 years 4 days 8270 30-Apr-12 04-May-15 CRISIL Rating Secured
(XIRR: 9.77%)
VVV 10 years 10.15% 2000 19-Jun-12 20-Jun-22 CRISIL & INDIA Ratings Unsecured
WWW 10 years 10.15% 500 26-Jun-12 27-Jun-22 CRISIL & INDIA Ratings Unsecured
AJ2012 3 years 9.95% 12500 03-Jul-12 03-Jul-15 CRISIL Rating Secured
1 year & 364

AK2012 9.90% 22000 09-Aug-12 08-Aug-14 CRISIL Rating Secured
days
2 years & 150 Zero Coupon
AL2012 5000 10-Aug-12 07-Jan-15 CRISIL Rating Secured
days (XIRR: 9.90%)
1 year & 362
AN2012 9.90% 10000 17-Aug-12 14-Aug-14 CRISIL Rating Secured
days
37
AO2012 3 years 9.80% 5000 17-Aug-12 17-Aug-15 CRISIL Rating Secured

2 years & 181
AP2012 9.85% 2500 03-Sep-12 03-Mar-15 CRISIL Rating Secured
days
2 years & 363
AQ2012 9.85% 500 06-Sep-12 04-Sep-15 CRISIL Rating Secured
days
AS2012 2 years 9.55% 10000 16-Oct-12 16-Oct-14 CRISIL Rating Secured
AT2012 2 years & 1 day 9.55% 2500 12-Oct-12 13-Oct-14 CRISIL Rating Secured
AU2012 3 years 9.50% 1000 12-Oct-12 12-Oct-15 CRISIL Rating Secured
AV2012 2 years 9.60% 2500 16-Oct-12 16-Oct-14 CRISIL Rating Secured
3 years & 2
AW2012 9.50% 2500 17-Oct-12 19-Oct-15 CRISIL Rating Secured
days
XXX 10 Years 10.02% 500 19-Oct-12 19-Oct-22 CRISIL & INDIA Ratings Unsecured
YYY 7 Years 10.02% 4500 19-Oct-12 21-Oct-19 CRISIL & INDIA Ratings Unsecured
AY2012 2 Years 9.48% 5000 23-Oct-12 23-Oct-14 CRISIL Rating Secured
AZ2012 3 Years 9.50% 19000 26-Nov-12 26-Nov-15 CRISIL Rating Secured
BA2012 3 Years 9.50% 2000 28-Dec-12 28-Dec-15 CRISIL Rating Secured
4 years & 351

AA2013 9.45% 700 03-Jan-13 20-Dec-17 CRISIL Rating Secured
days
AB2013 3 Years 9.35% 1000 15-Jan-13 15-Jan-16 CRISIL Rating Secured
5 years & 89
AC2013 9.3395489% 1850 11-Jan-13 10-Apr-18 CRISIL Rating Secured
days
1 year & 92
AD2013 9.2348856% 1000 14-Jan-13 16-Apr-14 CRISIL Rating Secured
days
AE2013 5 years 9.40% 2500 15-Jan-13 15-Jan-18 CRISIL Rating Secured
ZZZ 10 years 9.80% 4000 17-Jan-13 17-Jan-23 CRISIL & INDIA Ratings Unsecured
AF2013 2 years 9.25% 1000 04-Feb-13 04-Feb-15 CRISIL Rating Secured
38
CRISIL Rating & India

AG2013 5 years 9.25% 500 07-Feb-13 07-Feb-18 Secured
Ratings
AH2013 5 years 9.40% 1000 27-Feb-13 27-Feb-18 CRISIL Rating Secured
5 years & 60
AI2013 9.43% 5500 04-Mar-13 04-May-18 CRISIL Rating Secured
days

AJ2013 400 08-Mar-13 10-May-16 CRISIL Rating Secured
days (XIRR: 9.40%)
1 year & 28
AK2013 9.380315% 1000 14-Mar-13 11-Apr-14 CRISIL Rating Secured
days
1 year & 37
AL2013 9.2636% 5690 26-Mar-13 02-May-14 CRISIL Rating Secured
days
4 years & 363

AM2013 9.25% 16500 22-Apr-13 20-Apr-18 CRISIL Rating Secured
days
AN2013 2 years 9.20% 7500 22-Apr-13 22-Apr-15 CRISIL Rating Secured
AAA2013 7 years 9.70% 2000 23-Apr-13 23-Apr-20 CRISIL & India Raings Unsecured
10 years & 1
BBB2013 9.70% 8000 23-Apr-13 24-Apr-23 CRISIL & India Raings Unsecured
day
AO2013 5 years 9.25% 1500 25-Apr-13 25-Apr-18 CRISIL Rating Secured
1 year & 364 Zero Coupon

AP2013 1000 25-Apr-13 24-Apr-15 CRISIL Rating Secured
days (XIRR: 9.20%)
1 year & 364

AQ2013 9.20% 5000 25-Apr-13 24-Apr-15 CRISIL Rating Secured
days

AR2013 3580 25-Apr-13 07-May-15 CRISIL Rating Secured
days (XIRR: 9.20%)
1 year & 94
AS2013 9.04% 10000 02-May-13 04-Aug-14 CRISIL Rating Secured
days
AT2013 2 years & 1 day 9.00% 20000 03-May-13 04-May-15 CRISIL Rating Secured
CCC2013 7 years & 1 day 9.50% 5220 24-May-13 25-May-20 CRISIL & India Raings Unsecured
DDD2013 10 years 9.50% 4780 24-May-13 24-May-23 CRISIL & India Raings Unsecured
Kotak bank base

AU2013 3 years & 1 day 70000 26-Jun-13 27-Jun-16 CRISIL Rating Secured
rate + Spread
AV2013 3 years 10.20 30000 04-Oct-13 04-Oct-16 CRISIL Rating Secured
AW2013 5 years 10.25 1000 08-Oct-13 08-Oct-18 CRISIL Rating Secured
39
AX2013 3 years 9.70 2500 18-Oct-13 18-Oct-16 CRISIL Rating Secured
AA2014 5 years 9.95 1000 15-Jan-14 15-Jan-19 CRISIL Rating Secured
AB2014 5 years 9.95 3000 16-Jan-14 16-Jan-19 CRISIL Rating Secured
AB2014 5 years 9.95 2500 16-Jan-14 16-Jan-19 CRISIL Rating Secured
AC2014 5 years 9.90 500 17-Jan-14 17-Jan-19 CRISIL Rating Secured
1 year & 98
AD2014 9.75 17500 21-Jan-14 29-Apr-15 CRISIL Rating Secured
days
2 years & 365

AE2014 9.90 1500 21-Jan-14 20-Jan-17 CRISIL Rating Secured
days
AF2014 3 years 9.80 25000 24-Jan-14 24-Jan-17 CRISIL Rating Secured
1 year & 363

AG2014 9.70 15000 31-Jan-14 29-Jan-16 CRISIL Rating Secured
days
TOTAL 584450
*Security for Secured debentures is Pari passu charges on Aurangabad Branch office along with other
Debenture holders and exclusive charge on receivables under Hire Purchase/Lease/ Loan contracts, owned
Assets and Book debts.
iv. Top Ten Debenture holders as on 31st March, 2014:
Sr. No Name of Debenture Holders Amount (in Lakhs)
Life Insurance Corporation Of India P & Gs Fund 54050

Kotak Mahindra Bank Ltd 50000
Wipro Limited 33000
Templeton India Low Duration Fund A/C (Tildf) 28000
IDFC Cash Fund 20690
Templeton India Corporate Bond Opportunities Fund (Ticbo) 20500
40
Citicorp Investment Bank (Singapore) Limited 17500

DBS Bank Limited 17500
Birla Sun Life Trustee Company Private Limited A/C Birla Sun Life
15000
Savings Fund
Firstrand Bank Limited 12500
v. The amount of corporate guarantee issued by the Issuer along with name of the
counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of
whom it has been issued.
NIL
vi. Details of Commercial Paper:
The total Face Value of Commercial Papers Outstanding as on 31st March, 2014:
Amt Outstanding
Maturity Date
(Rs.. in Lakhs)
----N.A.---- ----NIL----
Total 0
vii. Details of Rest of the borrowing ( if any including hybrid debt like FCCB, Optionally
Convertible Debentures / Preference Shares ) as on 31st March, 2014:
Party Type of Amt Principal Repaym Credit Secured Secur

Name (in /
Facility / Sanctione Amt ent Date Rating Ity
case of d Unsecur
Instrumen outstanding /
Facility)/ins ed
t / Issued
Schedule
trument
Name
NA
viii. Details of all default/s and/or delay in payments of interest and principal of any kind
term of term loans, debt securities and other financial indebtedness including corporate
guarantee issued by the company, in the past 5 years.
The Company has been servicing its existing Debentures and Term Loan on timely basis.
Company has been paying all interest and principal on due date on the Debentures and on Term
Loans. No default has been commited by the company in this regard and there are no overdues
or defaults on company’s debt.
ix. Details of any outstanding borrowings taken / debt securities issued where taken /
issues (i) for consideration other than cash, whether in whole or part, (ii) at a premium
or discount, or (iii) in pursuance of an option;
The company has not issued any Securities for consideration otherwise than for cash, except as
mentioned in the Changes to Capital Structure under Point No.4.
41
h. Details of Promoters of the Company:
i. Details of Promoter Holding in the Company as on March 31, 2014
Sr Name of the Total No No of Total No of % of Shares

Shares
No Shareholders of Equity shares in shareholding pledged with
demat as % of total Pledged respect to
Shares
form no of equity shares owned.
shares
Mahindra &
1 Mahindra Limited 29,12,07,660 29,12,07,660 51.20% NIL N.A.
i. Abridged version of audited consolidated financial information:

j. Abridged version of audited standalone financial information:
AUDITED CONSOLIDATED BALANCE SHEET

(Rs. in million)
As of March 31, As of March 31, As of March 31,
2014 2013 2012
EQUITY AND LIABILITIES:
Shareholders' Funds :
Capital 1127.05 1126.04 1026.88
Reserves & Surplus 51809.90 44669.51 29283.86
Total Shareholders’ Funds 52936.95 45795.55 30310.74
Minority Interest 364.78 236.72 77.07
Non Current Liabilities :

Long Term Borrowings 182537.66 138154.04 99110.07
Other Long Term Liabilities 2770.16 2429.72 780.44
Long Term Provisions 3330.96 3183.89 3578.76
Total Non Current Liabilities 188638.78 143767.65 103469.27
Current Liabilities :
Short Term Borrowings 15102.76 15819.13 14389.51
Trade Payables 4507.41 4893.40 3816.84
Other Current Liabilities 69812.66 53533.05 37409.53
Short Term Provisions 9211.61 6662.41 4729.44
42

2014 2013 2012
Total Current Liabilities 98634.44 80907.99 60345.32
Total Equity and Liabilities 340574.95 270707.91 194202.40

ASSETS: 2014 2013 2012
Non Current Assets:

Fixed Assets:
a) Tangible Assets 1235.02 1107.79 999.70
b) Intangible Assets 49.82 15.44 9.99
c) Capital Work-In-Progress 2.30 13.55 18.27
Total Fixed Assets 1287.14 1136.78 1027.96
Non Current Investments 3789.56 2416.81 1472.57

Deferred Tax Asset (Net) 3253.58 2420.81 2033.11
Long Term Loans & Advances 177299.41 141662.74 96383.79
Other non-current assets 1364.30 1710.65 157.70
Total Non Current Assets 186993.99 149347.79 101075.13
Current Assets:

Trade Receivables 228.99 157.38 111.21
143806.22 115137.69 87487.22
Short Term Loans & Advances
Other Current Assets 412.51 226.86 75.39
Total Current Assets 153580.96 121360.12 93127.27
Total Assets 340574.95 270707.91 194202.40
43
AUDITED CONSOLIDATED PROFIT & LOSS ACCOUNT
(Rs.in million)
Fiscal Year Fiscal Year Fiscal Year
2014 2013 2012
INCOME :
Revenue from Operations 52752.27 40949.88 28893.79
Other Income 253.26 179.73 209.42
TOTAL REVENUE 53005.53 41129.61 29103.21
EXPENSES :
Employee Expenses 4945.05 3792.88 3127.54
Finance cost 22809.64 16705.91 11398.82
Depreciation & Amortisation 260.81 236.59 202.85
Provisions & Write Off's 5189.84 2881.50 1599.89
Other Expenses 5184.91 4291.38 3161.13
TOTAL EXPENSES 38390.25 27908.26 19490.23
PROFIT BEFORE EXCEPTIONAL AND

14615.28 13221.35 9612.98
EXTRAORDINARY ITEMS AND TAX
Exceptional Items - 305.23 -
PROFIT BEFORE EXTRAORDINARY

14615.28 13526.58 9612.98
ITEMS AND TAX
Extraordinary Items - - -
PROFIT BEFORE TAX 14615.28 13526.58 9612.98
Tax Expense
1) Current tax 5800.47 4625.20 3025.29

2) Deferred tax (832.93) (387.69) 142.48
PROFIT/(LOSS) FOR THE PERIOD

9647.74 9289.07 6445.21
FROM CONTINUING OPERATIONS
Minority Interest 103.53 18.72 10.24
PROFIT/(LOSS) FOR THE PERIOD 9544.21 9270.35 6434.97
44
AUDITED CONSOLIDATED CASH FLOW STATEMENT
(Rs. in million)
Particulars
2014 2013 2012
A. CASH FLOW FROM OPERATING

ACTIVITIES
Profit before taxes and contingencies 14615.28 13221.35 9,612.98
Add/(Less):
Non Cash Expenses :
Depreciation/Amortisation 260.81 236.59 202.85
Exchange Fluctuation 79.92 21.88 33.25
Provision for non-performing assets (net) 2544.95 614.24 (346.56)
General provision for Standard Assets 228.41 173.04 133.96
Employee Compensation Expense on account of
30.73 44.30 74.97
ESOS
3144.82 1090.05 98.47

Add/(Less):
Income considered separately :
Income on investing activities (251.73) (223.55) 15.38
(Profit)/Loss on sale / retirement of assets (0.28) 0.29 (2.62)
(Profit)/Loss on sale of Investment (0.92) (23.12) (73.44)
Income from Assignment transactions (2137.25) (2145.49) (924.75)
(2390.17) (2391.87) (985.43)
Operating profit before working capital changes

15369.92 11919.54 8726.02
(I)
Less:
(Increase)/Decrease in interest accrued
(109.45) 2.34 6.99
investment/others
(Increase)/Decrease in Trade receivables (3460.85) (1983.41) (1,412.92)
(Increase)/Decrease in Loans & Advances (74127.52) (84039.58) (69,285.25)
(77697.82) (86020.65) (70691.18)
45

Particulars
2014 2013 2012
Add: Increase in Current liabilities 2591.03 4421.94 2423.01
(II) (75106.79) (81598.71) (68268.17)
Cash generated from operations (I+II) (59736.87) (69679.17) (59542.15)
Advance taxes paid (5591.97) (4737.94) (3,255.94)
NET CASH FROM GENERATED FROM/

(65328.83) (74417.11) (62798.09)
(USED IN) OPERATING ACTIVITIES (A)
B. CASH FLOW FROM INVESTING

ACTIVITIES
Purchase of Fixed Assets / Software (411.59) (349.39) (412.73)
Sale of fixed assets 10.50 6.92 7.79

Purchase of Investments (21493.14) (3479.05) (3,595.29)
(Investment in)/Maturity from Term Deposit with
(1902.10) (1906.30) 482.48
banks
Sale of Investments 18850.93 2916.87 5,389.22
Income received on investments 244.66 361.75 (2.56)
Decrease in earmarked balances with Banks 0.46 (0.80) (1.16)
Proceeds from sale of long-term investments in

equity shares of Mahindra Insurance Brokers 643.30
Limited
NET CASH FROM INVESTING ACTIVITIES
(4700.28) (1806.71) 1867.75
(B)
CASH FLOW FROM FINANCING

C.
ACTIVITIES
Issue of Equity Shares (net of issue expenses) 39.93 9019.19 195.57
Increase/(Decrease) in Bank borrowings (net) 34406.49 20017.58 24264.85
Increase/(Decrease) in long term borrowings (net) 11312.70 24835.43 17558.35
Increase/(Decrease) in short term borrowings (net) (1859.77) (723.79) (850.20)
Increase/(Decrease) in Fixed Deposits (net) 12472.66 9530.58 5,411.32
Proceeds from Assignment transactions 15902.97 16162.32 15,550.98
Dividend paid (2442.23) (1878.61) (1,237.68)
46

Particulars
2014 2013 2012
NET CASH GENERATED FROM / (USED IN)

69832.75 76962.69 60893.19
FINANCING ACTIVITIES (C)
NET INCREASE / (DECREASE) IN CASH

AND CASH EQUIVALENT (A+B+C) (196.37) 738.87 (37.15)
CASH AND CASH EQUIVALENTS AS AT:
Beginning of the Year* 2540.08 1801.21 1,838.36
End of the Year* 2343.70 2540.08 1801.21
47
AUDITED STANDALONE BALANCE SHEET

(Rs. in million)
2014 2013 2012
EQUITY AND LIABILITIES:
Shareholders' Funds :
Capital 1126.35 1126.04 1026.88
Reserves & Surplus 49815.11 43419.75 28483.23
Total Shareholders’ Funds 50942.16 44545.79 29510.11
Non Current Liabilities :

Long Term Borrowings 169031.89 130153.27 92907.40
Other Long Term Liabilities 2764.18 2429.72 780.44
Long Term Provisions 3180.13 3103.89 3537.12
Total Non Current Liabilities 174976.19 135686.88 97224.95
Current Liabilities :
Short Term Borrowings 12442.84 13012.42 14491.35
Trade Payables 4378.58 4788.43 3765.37
Other Current Liabilities 64911.49 50372.15 36005.97
Short Term Provisions 9005.97 6518.50 4617.84
Total Current Liabilities 90738.87 74691.50 58880.52
Total Equity and Liabilities 316657.23 254924.17 185615.58
ASSETS:
Non Current Assets:

Fixed Assets:
a) Tangible Assets 1143.63 1040.98 961.45
b) Intangible Assets 49.41 15.03 9.51
c) Capital Work-In-Progress 2.30 11.76 18.27
Total Fixed Assets 1195.33 1067.77 989.23

Non Current Investments 5262.76 3451.14 2131.30
Deferred Tax Asset (Net) 3150.66 2382.07 2012.10
Long Term Loans & Advances 157794.55 129197.90 92577.09
Other Non Current Asset 1359.30 1705.65 151.70
Total Non Current Assets 168762.61 137804.53 97861.43
Current Assets:

Trade Receivables 143.54 98.13 76.84
48

2014 2013 2012
Short Term Loans & Advances 138375.23 111186.04 82407.71
Other Current Assets 414.05 222.66 75.45
Total Current Assets 147894.62 117119.64 87754.15
Total Assets 316657.23 254924.17 185615.58
49
AUDITED STANDALONE PROFIT & LOSS ACCOUNT
(Rs. in million)
Fiscal Year Fiscal Year Fiscal Year
2014 2013 2012
INCOME :
Revenue from Operations 49216.32 38567.22 27681.11
Other Income 313.72 379.77 264.83
TOTAL REVENUE 49530.05 38946.99 27945.94
EXPENSES :
Employee Expenses 2973.34 2234.02 1997.71
Finance cost 21880.15 16187.65 11203.24
Depreciation & Amortisation 242.96 222.43 195.63
Provisions & Write Off's 5057.86 2833.43 1570.20
Other Expenses 5918.06 4963.29 3726.60
TOTAL EXPENSES 36072.36 26440.82 18693.38
PROFIT BEFORE EXCEPTIONAL ITEMS

AND TAX 13457.68 12506.17 9252.56
Exceptional Items - 285.82 -
PROFIT BEFORE TAX 13457.68 12791.99 9252.56
Tax Expense
1) Current tax 5350.00 4335.04 2896.20

2) Deferred tax (768.59) (369.97) 155.19
PROFIT/(LOSS) FOR THE PERIOD 8872.28 8826.92 6201.17
50
AUDITED STANDALONE CASH FLOW STATEMENT
(Rs. in million)
Particulars 2014 2013 2012
A. CASH FLOW FROM OPERATING

ACTIVITIES
Profit before taxes and contingencies and

13457.7 12506.2 9252.6
exceptional items
Add/(Less):
Non Cash Expenses :
Depreciation/Amortisation 242.9 222.4 195.6
Provision for non-performing assets (net) 2448.7 581.4 -362.9
General provision for Standard Assets 211 159.7 120.7

Employee Compensation Expense on account of
30.7 44.3 75.0
ESOS
2933.3 1007.8 28.4
Add/(Less):
Income considered separately :
Income on investing activities -293.4 -309.8 -115.7
(Profit)/Loss on sale / retirement of assets -0.8 -0.9 -3.0
(Profit)/Loss on sale of Investment -0.9 -23.1 -73.4
Income from Assignment transactions -2137.2 -2145.5 -924.8
-2432.3 -2479.3 -1116.9
Operating profit before working capital

13958.7 11034.7 8164.1
changes
Less:
(Increase)/Decrease in interest accrued/others -160.3 -19.9 -16.9
(Increase)/Decrease in Trade receivables -45.4 -21.3 -7.4
(Increase)/Decrease in Loans & Advances -70090.9 -79789.6 -65722.1
51
-70296.6 -79830.8 -65746.4
Add: Increase in Current liabilities 2385.8 3675.2 1346.5
-67910.8 -76155.6 -64399.9
Cash generated from / (used in) operations -53952.1 -65120.9 -56235.8
Advance taxes paid -5222.4 -4406.5 -3036.8
NET CASH GENERATED FROM / (USED

-59174.5 -69527.4 -59272.6
IN) OPERATING ACTIVITIES (A)
B. CASH FLOW FROM INVESTING

ACTIVITIES
Purchase of Fixed Assets / Software -370.1 -309.3 -380.7
Sale of fixed assets 9.9 6.1 6.3
Purchase of Investments -21932.0 -9599.0 -3595.3

(Investment in) / Maturity of Term Deposit with
-1977.1 -1938.8 640.0
banks
Sale of Investments 18850.9 9036.9 5389.2
Income received on investments 269.7 283.4 114.9
(Increase)/Decrease in Earmarked balances with 0.4 -0.8 -1.2
banks
Proceeds from sale of long-term investments in
equity shares of Mahindra Insurance Brokers - 643.3 0.0
Limited
NET CASH FROM INVESTING
-5148.3 -1878.2 2173.2
ACTIVITIES (B)
CASH FLOW FROM FINANCING

C.
ACTIVITIES
Issue of Equity Shares (net of issue expenses) 9.1 8553.2 10.6
Increase/(Decrease) in Bank borrowings (net) 34406.5 20017.6 24264.9

Increase/(Decrease) in long term borrowings
(net) 3999.0 19145.0 13148.5
Increase/(Decrease) in short term borrowings

(net) -565.0 418.8 36.5
Increase/(Decrease) in Fixed Deposits (net) 12742.6 9530.6 5411.3
52
Proceeds from Assignment transactions 15902.9 16162.3 15551.0
Dividend paid -2388.7 -1681.6 -1208.7

NET CASH FROM FINANCING
64106.4 72145.9 57214.1
ACTIVITIES (C)
NET INCREASE / (DECREASE) IN CASH -216.4 740.3 114.7
AND CASH EQUIVALENT (A+B+C)
CASH AND CASH EQUIVALENTS AS AT:
Beginning of the Year* 2434.7 1694.4 1579.7
End of the Year* 2218.3 2434.7 1694.4
k. Material Event / Development
There are No material events/developments or change at the time of issuance of this document
which may affect the issue or the investor’s decision to invest/continue to invest in debt securities.
l. Name of the Debenture Trustees
The Company has appointed, AXIS Trustee Services Limited as Debenture Trustees registered
with SEBI, for the holders of the Debentures (hereinafter referred to as ‘Trustees’). The Company will
enter into a Trustee Agreement/Trust Deed, inter-alia, specifying the powers, authorities and
obligations of the Company and the Trustees in respect of the Debentures.
The Debenture holders shall, without any further act or deed, be deemed to have irrevocably given
their consent to and authorized the Trustees or any of their Agents or authorized officials to do, inter
alia, all such acts, deeds and things necessary in respect of or relating to the security to be created
for securing the Debentures being offered in terms of this Memorandum of Private Placement. All
rights and remedies under the Debenture Trust Deed and/or other security documents shall rest in
and be exercised by the Trustees without having it referred to the Debenture holders. Any payment
made by the Company to the Trustees on behalf of the Debenture holder(s) shall discharge the
Company pro tanto to the Debenture holder(s).
Company reserves the right to appoint any other other SEBI registered Trustee.
m. Rating Rationale Adopted by Rating Agencies
India Ratings and Research Private Limited has assigned IND AAA rating with Stable outlook to our
Long Term NCDs and Subordinated Debt.
CRISIL has assigned FAAA/Stable rating to our Fixed Deposit Programme, AA+/Stable rating to our
long term debt and A1+ rating to our short term debt.
Brickwork Ratings India Private Limited has assigned BWR AAA/Stable rating to our long term
Subordinated Debt.
The rating letter by India Ratings & Research, Brickwork Ratings & CRISIL Limited has been
appended.
53
n. If the Security is backed by a guarantee or letter of comfort or any other document /

letter with similar intent, a copy of the same shall be disclosed.
Not Applicable, as the Security is not backed by any gurantee or letter of comfort or any other
document / letter with similar intent.
o. Copy of Consent letter from Debenture Trustee
A Copy of the consent letter from Debenture Trustee has been appended
p. Listing
The aforesaid debenture of the company are proposed to be listed on the wholesale debt market segment
of The Bombay Stock Exchange Ltd. (BSE).
q. Other details
i. Debenture Redemption Reserve (DRR)
As per section 18(7)(b)(ii) of Companies Act 2013 and rules made thereunder NO DRR is required in case
of privately placed debentures issued by NBFCs registered with Reserve Bank of India under Section 45
IA of the RBI (Amendment) Act 1997.
ii. Issue / instrument specific regulation
The Debentures are governed by and will be construed in accordance with the Indian Law. The Issuer,
the Debentures and Issuer’s obligations under the Debentures shall, at all times, be subject to the
directions of the Reserve Bank of India (RBI), Securities & Exchange Board of India (SEBI), Stock
Exchanges, Companies Act, 2013 and other applicable laws and regulations from time to time. The
Debenture-holders, by purchasing the Debentures, agree that the Mumbai High Court shall have
exclusive jurisdiction with respect to matters relating to the Debentures.
Over and above, the said debentures shall be subject to the term and conditions as contained in the
offer letter /term sheet, application form and the Debenture Trust Deed / Trustee Agreement.
iii. Application Process:
Application for the Debentures
♦ How to Apply
Applications for the Debentures must be made in the prescribed Debenture Application Form which
would be attached with the respective Issue term sheet and must be completed in block letters in
English by investors. Debentures Application forms must be accompanied by either a demand draft or
cheque or Electronic transfer drawn or made payable in favour of "Mahindra & Mahindra Financial
Services Ltd”. The full amount of the Issue price of the Debentures applied for has to be paid along
with the delivery of the fully completed and executed Debenture Application Form together with other
applicable documents described below.
Cheques / demand drafts / Electronic transfer may be drawn on any bank which is situated and is a
member or sub-member of the Banker’s Clearing House located at Mumbai. Investors are required to
make payments only through Cheque /demand drafts / Electronic transfer payable at Mumbai.
54
The Issuer assumes no responsibility for any applications / cheques / demand drafts lost in mail or in
transit.
♦ Who can apply
Only eligible Investors who have been specifically addressed through a communication by or on behalf of
the company directly are eligible to apply. The following categories of investors (not an exhaustive list)
may apply for the debentures, subject to fulfilling their respective investment norms by submitting all
the relevant documents along with the application form.
• Provident/Superannuation/Gratuity/Pension funds.
• Commercial Banks, Financial Institutions and Insurance Companies.
• Mutual Funds
• Corporates
• Foreign Institutional Investors, subject to their investment guidelines and limits as per extant
regulations.
• State / Central Co-operative banks, Urban Co-operative banks, District Cental Cooperative
banks
• Any other investor authorized to invest in these debentures as per extant rules and regulations
♦ Application by Banks / Corporate Bodies / Mutual Funds / FIs / Trusts / Statutory

Corporations.
The applications must be accompanied by certified true copies of (i) Memorandum and Articles of
Association / Constitution / Bye-laws / Trust Deed, (ii) Resolution authorizing investment and
containing operating instructions, (iii) Specimen signatures of authorized signatories, (iv) Necessary form
for claiming exemption from deduction of tax at source on interest. Application made by Asset
Management Company or custodian of Mutual Fund shall clearly indicate the name of the concerned
scheme for which application is being made.
♦ Application under Power of Attorney
A certified true copy of the power of attorney or the relevant authority as the case may be along with the
names and specimen signatures of all authorised signatories must be lodged along with the submission
of the completed Debenture Application form. Further modifications/additions in the power of attorney
or authority should be delivered to the Issuer at Corporate Office.
♦ Interest on Application Money
Interest on application money (if any) at the applicable coupon rate (or as notified in the term sheet) will
be paid via interest cheques / credit to the allottee’s bank account through electronic transfer. Such
interest will be paid for the period commencing from the date of realization of the cheque(s) / demand
drafts(s) / RTGS up to but excluding the Deemed Date of Allotment. The interest cheques / instruction
to credit allottee’s bank acount for the interest payable on application money will be dispatched by
Registered Post/ Courier / hand delivery within two working days from the Deemed Date of Allotment.
The payment will be subject to deduction of tax at source at the rates prescribed under the provisions of
the Income Tax Act, 1961 or any other statutory modification or re-enactment thereof. Such interest
would be paid on all the valid applications.
Tax exemption certificates, if applicable, in respect of non-deduction of tax on interest on application

money must be submitted along with the Debenture Application Form. It is clarified that interest shall
not be paid on invalid and incomplete applications.
♦ PAN / GIR No:
55
All Applicants should mention their Permanent Account number (PAN) allotted under Income Tax Act,
1961 or where the same has not been allotted, the GIR Number and the IT Circle/Ward/District should
be mentioned. In case where neither the PAN nor the GIR number has been allotted, or the applicant is
not assessed to Income Tax, the fact of such a non allotment should be mentioned in the application
form. Applications without this will be considered incomplete and are liable to be rejected.
♦ Basis of Allotment
The Issuer has sole and absolute right to allot the Debentures to any applicant.
♦ Right to Accept or Reject Applications
The Issuer is entitled at its sole and absolute discretion to accept or reject any application, in part or in
full, without assigning any reason. Debenture Application Forms that are not complete in all respects
shall be rejected at the sole and absolute discretion of the Issuer. The rejected applicant(s) willl be
intimated along with the refund warrant(s) within 15 days of the closure of the issue.
Basic Terms of The Present Offer/ Purchase
Authority for the Placement
This private placement of Secured / Unsecured Redeemeable Non Convertible Debentures (subordinated
or not) is being made pursuant to the special resolution of shareholders dated 19th June 2014
authorising the board to borrow monies by way of issue of Non Convertible debentures and resolution of
the Board of Directors passed at its meeting held on April 23, 2014 which has approved the placement
of Debentures agreegating upto Rs. 13000 Crores, comprising of amount to be borrowed through issue
of Non Convertible Debentures upto a limit not exceeding Rs. 11000 Crores and in the form of
subordinated debt upto a limit of Rs. 2000 crores. The present /proposed issue of debentures is within
the overall limit approved by special resolution passed on 19th June 2014 by shareholders by way of
postal ballot, according their consent to the Board of Directors of the Company to borrow monies from
time to time up to a limit of Rs. 45000 Crores. The borrowings under these Debentures will be within
the prescribed limits as aforesaid.
Subordinated debt
Subordinated debt means an instrument, which is fully paid up, is unsecured and is subordinated to
the claims of other creditors and is free from restrictive clauses and is not redeemable at the instance of
the holder or without the consent of the supervisory authority of NBFC .
Rights of Debenture-holders
Debentureholders do not carry any rights regarding voting, dividend, lien on shares.
Market Lot
The market lot will be 1 Debenture and in multiples of 1 thereafter.
Minimum Subscription
3 debentures and in multiples of 1 thereafter.
Record Date
The record date for determining eligibility for interest / principal payments shall be mentioned in the
respective Term Sheet. Interest / Principal will be paid to the person whose name appears in the
Register of Debentureholders as sole / first Debenture holder or as per the list of beneficiaries provided
by the Depository as on the record date. In case of delay in lodgment of the instrument of transfer, all
claims on interest / principal shall be inter-se between the transferor and transferee.
56
Place and Currency of Payment
All obligations under these Debentures are payable at Mumbai in Indian Rupees only.
Payment of Interest
Interest will be paid only to the Debenture holders registered in the Register of Debenture holders of the
Issuer, which shall be maintained at the Corporate Office of the Issuer at Mumbai or to the debenture
holder(s) whose names appear in the list of Beneficial Owners furnished by NSDL to the company as on
the Record date for this purpose.
In the case of joint holders, interest shall be payable to the first named Debenture holder. The persons
whose names are registered in the Register of Debenture holders or NSDL record on that date shall be
entitled to receive the interest for the preceding interest period. For the purpose of registering a transfer
of Debentures prior to the Record Date, the Debenture certificate(s)/letter(s) of the allotment, a duly
stamped transfer deed and all supporting documents must reach the Issuer at its Corporate Office at
least seven days before the Record Date. In case of the Debentures in demat mode the provisions of
NSDL would be complied by the Registrar & Transfer Agent for facilitating interest payment by the
Issuer Company on Due date.
The interest shall be calculated on Actual/Actual basis, i.e The interest shall be computed on the basis
of actual number of days elapsed in a year, for this purpose a year to comprise of a period of 365 days.
Where the interest period (start date to end date ) includes February 29, interest shall be computed on
366 days- a-year basis.The interest warrant will be payable at par at Mumbai only. Please refer the
illustration mentioned at the end of Section A
Redemption
The payment of the redemption amount of the Debentures will be made by the Company to the
Registered Debentureholders recorded in the books of the Company and in the case of joint holders, to
the one whose name appears first in the Register of Debentureholders as on the record date. In the event
of the Company not receiving any notice of transfer along with the original Debenture certificates, before
the record date, the transferee(s) for the Debenture(s) shall not have any claim against the Company in
respect to the amount so paid to the Registered Debentureholders.
On the final maturity date, the Debentures held in the physical form will be redeemed by the Company
as a legal discharge of the liability of the Company towards the Debentureholders and the applicant has
to surrender the duly discharged Debenture certificates/letter of allotment to the Company by registered
post with acknowledgement due or by hand delivery to the Company at the Corporate Office or to such
other person(s) at such address as may be notified by the Company from time to time, before the record
date for redemption.
The Debentures held in the Dematerialized Form shall be taken as discharged on payment of the
redemption amount by the Company on maturity to the registered Debentureholders whose name
appears in the Register of Debentureholders on the record date. Such payment will be a legal discharge
of the liability of the Company towards the Debentureholders. On such payment being made, the
Company will inform NSDL and accordingly, the depository account of the Debentureholders with NSDL
will be debited.
The Company's liability to the Debentureholders towards all their rights including for payment or
otherwise shall cease and stand extinguished from the due dates of redemption in all events. Further,
the Company will not be liable to pay any interest or compensation from the dates of such redemption.
On the Company dispatching the amount as specified above in respect of the Debentures, the liability of
the Company shall stand extinguished.
57
The interest as well as the redemption payments shall be made through instruments payable at par at
Mumbai or through RTGS / ECS / transfer instructions.
Tax Deduction at Source
Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment
thereof will be deducted at source on the interest payable on the debentures. Tax exemption certificate /
document / form, under Section 193 of the Income Tax Act, 1961, if any, must be lodged at the
Corporate Office, at least thirty days before the relevant interest payment becoming due.
Issue Of Debentures in Dematerialized Form
The Company has made depository arrangements with National Securities Depository Limited (NSDL) for
issue of the Debentures in the demat form. The investors will have the option to hold the debentures in
dematerialized form and deal with the same as per the provisions of Depositories Act, 1996 and Rules as
notified by NSDL from time to time.
Unless the investors specifically request for physical debenture certificates all the Debenture Certificates
will be issued in the dematerialized form and the investors should mention their Depository Participant's
name, DP-ID and beneficiary account number in the appropriate place in the application form.
Debentures allotted to successful allottee(s) having depository account shall be credited to their
depository account against surrender of letter of allotment.
In case of incorrect details provided by the investors the Registrar will not credit the debentures to the
Depository Account until the details are corrected by the investors.
Issue of Letter of Allotment/ Allotment Advice and Debenture Certificates
The Issuer will execute and dispatch or credit Letters of Allotment/ Allotment advice in favour of the
allottees, not later than two days after the Deemed Date of Allotment. After completion of all legal
formalities, the Issuer will issue the Debentures certificate(s) / credit the Depository account of the
allottee against surrender of the letter(s) of allotment within three month(s) of the Deemed Date of
Allotment, or such extended period subject to obtaining the approvals, if any. Interest at coupon rate
will be paid via interest warrants on the application money to the applicants. Such interest will be paid
for the period commencing from the date of receipt of funds till one day prior to the deemed date of
allotment.
Right to Re-purchase and Re-issue the Debentures
The Company will have power, exercisable at its sole and absolute discretion from time to time to
repurchase a part or all of its Debentures from the secondary markets or otherwise at any time prior to
the date of maturity as per the prevailing guidelines/regulations of Reserve Bank of India and other
Authorities.
In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any
circumstances whatsoever, the Company shall have, and shall be deemed always to have had, the power
to reissue the Debentures either by reissuing the same Debentures or by issuing other Debentures in
their place.
Further the Company, in respect of such repurchased / redeemed Debentures shall have the power,
exercisable either for a part or all of those Debentures, to cancel, keep alive, appoint nominee(s) to hold
or reissue at such price and on such terms and conditions as it may deem fit and as permitted by law.
Transfer of Debentures
58
Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed
by the NSDL / CDSL, Depository Participant of the transferor/ transferee and any other applicable laws
and rules notified in respect thereof. The normal procedure followed for transfer of securities held in
dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller
should give delivery instructions containing details of the buyer’s DP account to his depository
participant.
The debentures shall be freely transferable subject to the applicable law and prevailing guidelines of
Reserve Bank of India (RBI) and Securites and Exhange Board of India (SEBI). The transferee(s) should
ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same,
interest will be paid/ redemption will be made to the person, whose name appears in the records of the
Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the
transferor(s) and not with the Company, and the Company shall not be liable in this regard in any
manner, whatsoever.
Succession
In the event of demise of a Registered Debenture holder of the Debentures, or the first holder in the case
of joint holders, the Issuer will recognize the executor or administrator of the demised Debenture holder
or the holder of succession certificate or other legal representative of the demised Debenture holder as
the Registered Debentures holder of such Registered Holder’s Debentures if such a person obtains
probate or letter of administration or is the holder of succession certificate or other legal representation,
as the case may be, from a Court of India having jurisdiction over the matter and delivers a copy of the
same to the Issuer. The Issuer may in its absolute discretion, where it thinks fit, dispense with the
production of the probate or letter of administration or succession certificate or other legal
representation, in order to recognize such holder as being entitled to the Debentures standing in the
name of the demised debentures holder on production of sufficient documentary proof or indemnity. In
case a person other than individual holds the debentures, the rights in the debentures shall vest with
the successor acquiring interest therein, including liquidator or such any person appointed as per the
applicable laws.
Modifications of Rights
The rights, privileges, terms and conditions attached to all Debentures may be varied, modified or
abrogated with the consent, in writing, of those holders of the Debentures who hold at least three-
fourths of the outstanding amount of Debentures or with the sanction accorded pursuant to a resolution
passed at a meeting of the Debenture holders, carried by a majority consisting of not less than three-
fourths of the persons voting there upon a show of hands or, if a poll is demanded by a majority
representing not less than three-fourths in value of the votes cast on such poll, provided that nothing in
such consent or resolution shall be operative against the Issuer if the same are not accepted in writing
by the Issuer.
Notices
The notices, communications and writings to the Debenture holder(s) required to be given by the Issuer
shall be deemed to have been given if sent by Registered Post to the Registered Debenture holder(s) at
the address of the Debenture holder(s) registered with the Corporate Office.
All notices, communications and writings to be given by the Debenture holder(s) shall be sent by
Registered Post or by hand delivery to the Issuer at Corporate Office or to such persons at such address
as may be notified by the Issuer from time to time and shall be deemed to have been received on actual
receipt.
Rights of Debentureholders
59
The Debenture holder (s) shall not be entitled to any right and privileges of shareholders other than
those available to them under the Statutory Act. The Debenture shall not confer upon the holders the
right to receive notice(s) or to attend and to vote out any General Meeting(s) of the Company.
Future Borrowings
The Company will be entitled to borrow/raise loans or avail of financial assistance in whatever form
including issue of Debentures/ other securities in any manner having such ranking in priority, pari
passu or otherwise and change the capital structure including the issue of shares of any class, on such
terms and conditions as the Company may think appropriate, without having any need to obtain the
consent of, or intimation to, the Debenture holders or the Trustees in this connection.
Governing Laws and Jurisdiction
The Debentures are governed by and will be construed in accordance with the Indian Law. The Issuer,
the Debentures and Issuer’s obligations under the Debentures shall, at all times, be subject to the
directions of the Reserve Bank of India (RBI), Securities & Exchange Board of India (SEBI), Stock
Exchanges and other applicable laws and regulations from time to time. The Debenture-holders, by
purchasing the Debentures, agree that the Mumbai High Court shall have exclusive jurisdiction with
respect to matters relating to the Debentures.
Over and above, the said debentures shall be subject to the term and conditions as contained in the
offer letter /term sheet, application form and the Debenture Trust Deed / Trustee Agreement.
Material Contracts & documents
1. Board Resolution for re-appointment of Mr. Ramesh Iyer as Managing Director and for finalizing the
terms of appointment of Mr. Iyer as Managing Director of the Company was passed at the meeting of
the Board of Directors held on 25.04.2011 and a Special Resolution has been passed by the
shareholders at the Annual General Meeting of the Company held on 19th June, 2014.
2. Shareholders Resolution dated 19th June 2014 authorising the board to borrow monies by way of
issue of Non Convertible debentures
3. Board Resolution dated April 23, 2014, authorizing issue of the Debentures offered under terms of
this Disclosure Document
4. The Memorandum and Articles of Association of the company, as amended from time to time
5. Copy of Certificate of Incorporation of the company
6. Copy of Certificate of commencement of business.
7. Annual reports of the company for the last five financial years.
Prior Consent
The relevant consent for creation of security such as pari passu letter from the previous debenture
trustee shall be obtained and submitted to the debenture trustee before opening of issue of debenture.
EVENTS OF DEFAULT
If one or more of the events specified herein (hereinafter called "the Event(s) of default") happen(s), the
Trustees may, after giving a notice in writing to the company to remedy the breach or default and if after
60
expiry of such period the breach or default is still unremedied, by a notice in writing to the Company
declare the principal of and all accrued interest on the debentures to be due and payable forthwith and
the security created hereunder shall become enforceable:
(i) Default is committed in the payment of the principal amount of the Debentures on the due dates;
(ii) Default is committed in the payment of any instalment of interest on the Debentures on the due
dates;
(iii) Interest amounting to at least Rs. 1,00,000/- shall have been in arrears and unpaid for 30 days
after becoming due;
(iv) Default shall have occurred in the performance of any other covenants, conditions or agreements
on the part of the Company under this agreement and/or the financial covenants (other than the
obligation to pay the principal and interest or any other deed between the Company and the
Debentureholders / Trustees and except, where the Trustees certify that such default is in their
opinion incapable of remedy (in which case no notice shall be required) and such default shall have
continued for a period of 30 days after notice in writing thereof has been given to the Company by
the Debentureholders / Trustees;
(v) Any indebtedness of the Company for borrowed monies i.e. indebtedness for and in respect of
monies borrowed or raised (whether or not for cash consideration) by whatever means (including
acceptances, credits, deposits and leasing) becomes due prior to its stated maturity by reason of
default of the terms thereof or any such indebtedness is not paid at its stated maturity or there is a
default in making payments due under any guarantee or indemnity given by the Company in
respect of the indebtedness of borrowed monies of any person;
(vi) Any information given by the Company in its application for Debentures, in the reports and other
information furnished by the Company in accordance with the reporting system and the warranties
given/deemed to have been given by the Company to Debenture holders/ Trustees is misleading or
incorrect in any material respect.
(vii) If there is reasonable apprehension that the Company is unable to pay its debts or proceedings for
taking it into liquidation, either voluntarily or compulsorily, may be or have been commenced in
respect thereof;
(viii) If the Company does not strive to ensure that Mortgaged Properties offered as security to the
Trustees/ Debentureholders for the Debentures are not insured or kept insured or depreciate in
value to such an extent that in the opinion of the Debentureholders / Trustees further security to
the satisfaction of Debentureholders / Trustees should be given and on advising the Company to
that effect such security has not been given to the Trustees to their satisfaction;
(ix) If, without the prior approval of the Trustees or Debentureholders, the Specifically Mortgaged
Premises or any assets charged to Debentureholders / Trustees are sold, disposed off, charged,
encumbered or alienated or the said buildings, structures, plant and machinery or other equipment
are removed, pulled down or demolished except in the ordinary course of business;
(x) The Company shall have voluntarily or involuntarily become the subject of proceedings under any
bankruptcy or insolvency laws or the Company is voluntarily or involuntarily dissolved.
(xi) The Company is unable or has admitted in writing its inability to pay its debts as they mature;
(xii) The Company has taken or suffered any action to be taken for its reorganisation, liquidation or
dissolution;
(xiii) A receiver or a liquidator is appointed or allowed to be appointed for all or any part of the
undertaking of the Company;
(xiv) If an attachment or distraint has been levied on the mortgaged / charged properties or any part
thereof or certificate proceedings have been taken or commenced for recovery of any dues from the
Company:
(xv) If extraordinary circumstances have occurred which make it improbable for the company to fulfil
its obligations under these presents and / or the debentures;
(xvi) If in the opinion of Debentureholders / Trustees, the security hereby created is in jeopardy.
(xvii) If, the Company is unable to pay its debts within the meaning of Section 434 of the Companies Act,
or if the Company is carrying on business at a loss and it appears to the Trustees/
Debentureholders that the continuation of its business will endanger the security hereby created.
(xviii) If the Company ceases or threatens to cease to carry on its business or gives notice of its intention
to do so;
(xix) Any other event described as an Event of Default in the Information Memorandum.
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Creation of Charge / Security & Description of Property
In case of SECURED DEBENTURES, the redemption of the principal amount of the debentures,
payment of interest, remuneration of the Trustees, liquidated damages and all costs, charges, expenses
and other monies payable by the Company in respect of the debentures will be secured by a first pari
passu Mortgage and charge in favour of the Trustees on the Company’s immovable and movable
properties, present & future, more specifically stated in First Schedule & Part A of Second Schedule
respectively and exclusive charge on Receivables under Hire Purchase/Lease/Loan contracts, owned
Assets and Book debts to the extent of 100% of Debenture outstanding stated in Part B of Second
Schedule.
In case of delay in execution of Trust Deed and Charge documents, the Company will refund the
subscription with agreed rate of interest or will pay penal interest of atleast 2% p.a. over the coupon
rate till these conditions are complied with at the option of the investor.
The First Schedule Above Referred To

(Description of Immovable Property)
The Office Premises No. B (Northern Side) admeasuring 576 sq. ft. i.e. 53.51 sq. mtrs or thereabout
(super built-up) on the Second Floor of the building known as Sanjeevani Chambers and constructed on
Plot bearing CTS No. 20293 in Sanjeevani Complex, Adalat Road, Near Ratnaprabha Motors,
Aurangabad in the state of Maharashtra.
The Second Schedule Above Referred To

Part A
The whole of the fixtures, fittings, articles, things and other movables of every description of the
Borrower doth, whether installed or not and whether now lying or stored in or about or shall hereinafter
from time to time during the continuance of the security of these presents be brought into or upon or be
stored or be in or about the Borrower’s property described in the First Schedule hereto.
The Second Schedule Above Referred To

Part B
Exclusive charge on Pool of Assets such that the assets secured aggregates to 100% of the outstanding
value of debentures and asset cover of 1.00 time at all times during the tenure of the debentures and
such asset shall include receivables and Book Debts against vehicles and / or consumer durables and /
or equipments created out of the debenture proceeds by way of leasing / hire–purchase / loan of
vehicles and / or consumer durables and / or equipments in the course of business of the Borrower and
all vehicles and / or consumer durables and/or equipments acquired / to be acquired by the Borrower
out of the debenture proceeds together with all bills, securities, investments, owned assets, spares, tools
and accessories and whether installed or not and whether now lying loose or in cases or brought into or
upon or be stored or be in or about all the Borrower’s premises and godowns or wherever else the same
may be or be held by any party to the order or disposition of the Borrower or in the course of transit or
on high seas or on order, or delivery or other assets as periodically notified by the Company.
Default in Payment: In case of default in payment of Interest and/or principal redemption on the due
dates, additional interest of atleast @ 2% p.a. over the coupon rate will be payable by the Company for
the defaulting period
Delay in Listing: In case of delay in listing of the debt securities beyond 20 days from the deemed
date of allotment, the Company will pay penal interest of atleast 1 % p.a. over the coupon rate from
the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the
investor.
62
Illustration of cash flows emanating from debt securities:
Company Mahindra & Mahindra Financial Services Limited

Face Value (per security) 10,00,000.00
Issue Date/Date of Allotment 13-11-2013
Redemption 13-11-2018
Coupon Rate 8.95%

Frequency of the Interest Payment with First Interest on 13.11.2014 and subsequently on
specified dates 13th November every year till maturity
Day Count Convention Actual / Actual
Cash Flows Date No. of days in Coupon Amount (in Rupees)

Period
1st Coupon Thursday, 13 November 2014 365 89,500.00
2nd Coupon Friday, 13 November 2015 365 89,500.00
3rd Coupon Monday, 14 November 2016* 367 89,745.00
4th Coupon Monday, 13 November 2017 364 89,255.00
5th Coupon Tuesday, 13 November 2018 365 89,500.00
Principal Tuesday, 13 November 2018 365 10,00,000.00
Total 14,47,500.00
* F.Y. 2016 is a leap year and the coupon payment date is falling on a Sunday, therefore the coupon is paid
on the following working day and has been calculated for 367 days.
(If the maturity date falls on a holiday, redemption and accrued interest are payable on the immediately
previous working day).
B. Issue Details
Security Name XX% - Mahindra & Mahindra Financial Services

Limited – XXXX
Issuer Mahindra & Mahindra Financial Services Limited
Type of Instrument Secured / Unsecured Redeemable Non convertible
Debentures (Subordinated or Not)
Nature of Instrument Secured / Unsecured
Seniority Senior or Subordinated
63
Mode of Issue Private Placement

Eligible Investors Mutual Funds / Banks / Financial Institutions /
Insurance Companies / Pension Funds / Provident
Funds / Gratutity Funds/ Corporates / Individuals / FII’s
Listing ( including name of stock To be listed in The Stock Exchange, Mumbai within 20
Exchange(s) where it will be listed and days.
timeline for listing
Rating of the Instrument To be decided at the time of each issuance.
Issue Size Rs. XXX Crs
Option to retain oversubscription
(Amount )
Objects of the Issue For Long Term Working Capital
Details of the utilization of the Proceeds The proceeds of the Debentures shall be utilised by the
Company for the purpose of financing, repayment of
dues of other financial institutions / Banks or for long-
term working capital.
Coupon Rate XX% p.a.
Step Up/Step Down Coupon Rate 1

Coupon Payment Frequency
Coupon payment dates
Coupon Type
Coupon Reset Process (including rates,
spread, effective date, interest rate cap
and floor etc).
Day Count Basis Actual/Actual i.e. The interest shall be computed on the
basis of actual number of days elapsed in a year, for this
purpose a year to comprise of a period of 365 days.
Where the interest period (start date to end date )
includes February 29, interest shall be computed on 366
days- a-year basis
Interest on Application Money Not Applicable
Default Interest Rate In case of default in payment of interest and/or principal

redemption on the due dates, additional interest @ 2%
p.a. over the documented rate will be payable by the
Company for the defaulting period.
Tenor ---- Months from the Deemed Date of Allotment
64
Redemption Date
Redemption Amount Rs. XXX Crs
Redemption Premium /Discount
Issue Price Rs. XXX/- per Debenture
Discount at which security is issued and
the effective yield as a result of such
discount.
Put option Date
Put option Price
Call Option Date
Call Option Price
Put Notification Time
Call Notification Time
Face Value Rs.10,00,000/- per Debenture
Minimum Application and in multiples 3 Debentures and in multiples of 1 thereafter
of Debt securities thereafter
Issue Timing
1. Issue Opening Date
2. Issue Closing Date
3. Pay-in Date
4. Deemed Date of Allotment

Issuance mode of the Instrument Demat
Trading mode of the Instrument Demat

Settlement mode of the Instrument Through RTGS / NEFT / Fund Transfer
Depository NSDL
Business Day Convention If any interest payment date is not a Business Day in
Mumbai, interest will be payable on the next Business
Day in Mumbai which shall be the interest payment
date.
If any principal payment date is not a Business Day in
Mumbai, principal and accrued interest will be payable
on the previous Business Day in Mumbai which shall
be the principal payment date.
Business Day means a day which is not a Saturday,
Sunday or a public holiday and on a day when there is
65
RTGS/ NEFT/ ECS clearing facility in Mumbai.
Record Date The record date for the purpose of determination of the
persons entitled to receive interest / Principal in respect
of the debentures shall be 14 calendar days before the
due date.
Security (where applicable) Debentures are secured by way of pari passu charge on
Aurangabad Branch office along with other Debenture
(Including description, type of security, holders and exclusive charge on receivables under Hire
type of charge, likely date of creation of Purchase/Lease/ Loan contracts, owned Assets and
security, minimum security cover, Book debts to the extent of 100% of Debenture
revaluation, replacement of security). outstanding.
Transaction Documents Term Sheet, Board Resolution,Rating Rationale,
Rating
Letter, Trustee Consent Letter, BSE In-principal
Approval, Application Form
Conditions Precedent to Disbursement
Condition Subsequent to Disbursement
Events of Default Please refer page no 60 of this document
Provisions related to Cross Default

Clause
Role and Responsibilities of Debenture As defined in the debenture trust deed
Trustee
Governing Law and Jurisdiction Please refer page no 60 of this document
Date: 31st JULY, 2014
Place: Mumbai
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Mahindra & Mahindra Financial Services Ltd.

Private & Confidential

MAHINDRA & MAHINDRA FINANCIAL SERVICES LIMITED

PRIVATE PLACEMENT OF 60000 SECURED/UNSECURED REDEEMABLE NON-CONVERTIBLE

This Disclosure Document is dated 31st July, 2014

Definitions and Abbreviations

Definitions Term Description

ISSUE RELATED TERMS

Articles/Articles of Articles of association of our Company.

Depository A body corporate registered under the SEBI (Depositories and

Depository Participant A depository participant as defined under the Depositories

a. Name, Address and Contact details of the Issuer:

Name of Issuer: Mahindra & Mahindra Financial Services Limited

Registered Office: Gateway Building, Apollo Bunder, Mumbai 400 001

Axis Trustee Services Ltd.

Sharepro Services (I) Pvt. Ltd.

B.K. Khare & Co.

Credit Rating agencies 1. India Ratings & Research Pvt Ltd

3. Brickwork Ratings India Pvt. Ltd

6. A significant portion of our collections from customers is in cash, exposing us to certain

1. A slowdown in economic growth in India could cause our business to suffer.

b. A brief summary of business / activities of the Issuer company.

On an unconsolidated basis, as of March 31, 2014, we maintained a non-performing asset (“NPA”)

Mahindra & Mahindra Limited

Mahindra & Mahindra Financial Services Limited

85% 87.5% 49% 100% 100% 100%

Key Managerial Personnel of our Company

Mr. V. Ravi, Chief Financial Officer

Dr. Jaideep Devare, Managing Director, MIBL

Mr. Anuj Mehra, Managing Director - MRHFL

Mr. Vinay Deshpande, Chief People Officer

Mr. Rajnish Agarwal, Vice President – Operations

Mr. Gururaj Rao, Chief Information Officer

Mr. R. Balaji, Vice President – Marketing & Strategy

Mr. Rajesh Vasudevan, Vice President – Accounts

Mr. Dinesh Prajapati, Vice President - Treasury & Corporate Affairs

Our Competitive Strengths

Knowledge of rural and semi-urban markets

Extensive network of offices

Streamlined Approval and Administrative Procedures and Effective Use of Technology

Brand recall and synergies with the Mahindra Group

Access to cost-effective funding

Focus on effective use of technology

Diversify product portfolio

Continue to attract and retain talented employees

Loan Administration and Monitoring

Collection & Recovery

Key Operational and Financial Parameters (on Consolidated basis)

Parameters FY2013-14 FY2012-13 FY2011-12

For Financial Entities

- Short Term Borrowing 151027.60 158191.25 143895.09

Net Fixed Assets 12871.35 11367.78 10279.60

Interest Income 472054.51 358538.54 250780.50

Gross Debt: Equity Ratio of the Company:

Before the issue of Debt Securities 4.70:1

c. A Brief History of our Company:

i. Capital Structure of the Company as on 31st March 2014:

Issued Share capital :

Subscribed and Paid-up :

Date of No. of Face Issu Consid Nature of Cumulative

2-Sep-99 4,618,508 10 22 Cash Allotment of

*Equity Share Premium not adjusted for issue expenses.

iv. Details of any Acquisition or Amalgamation in the last 1 year: